FiledPursuant to Rule 424(b)(5)
Registration No. 333-258329

Prospectus Supplement

(ToProspectus Dated May 6, 2022)

11,200,000 AmericanDepositary Shares Representing 112,000,000 Class A Ordinary Shares

Pre-Funded Warrantsto Purchase 4,800,000 American Depositary Shares

Series A Warrants toPurchase up to 16,000,000 American Depositary Shares

Series B Warrants toPurchase up to 16,000,000 American Depositary Shares

Placement Agent Warrantsto Purchase up to 960,000 American Depositary Shares

Up to 37,760,000 AmericanDepositary Shares (representing up to 377,600,000 Class A Ordinary Shares

underlying the Pre-Funded Warrants, the Series A Warrants,the Series B Warrants and the Placement Agent Warrants)

BIT Mining Limited

Weare offering (1) 11,200,000 American depositary shares (the “ADSs”), (2) certain pre-funded warrants to purchase 4,800,000ADSs (the “Pre-Funded Warrants”) in lieu of the ADSs being offered, and (3) certain warrants including (i) SeriesA warrants to purchase up to 16,000,000 ADSs (the “Series A Warrants”) and (ii) Series B warrants to purchase up to 16,000,000ADSs (the “Series B Warrants”) (the Series A Warrants and Series B Warrants are collectively referred as the “Warrants”),to certain institutional investors pursuant to a securities purchase agreement dated June 23, 2022 (the “Offering”). TheWarrants are offered together with the ADSs or the Pre-Funded Warrants. The combined purchase price of each ADS and the accompanyingWarrants is US$1.00. The combined purchase price of each Pre-Funded Warrant and the accompanying Warrants is US$0.99, which is equalto the offering price of the ADSs and associated warrants, minus US$0.01. This prospectus supplement alsorelates to the offer and sale of up to 36,800,000 ADSs that are issuable upon exercise ofthe Warrants and the Pre-Funded Warrants as well as up to 960,000 ADSs that are issuable upon the exercise of the Placement AgentWarrants (defined below). Each ADS represents 10 Class A ordinary shares, par value US$0.00005 per share.

Each Series A Warrant isexercisable for one ADS at an exercise price of US$1.10 per ADS. The Series A Warrants will be immediately exercisable and will expireon the fifth anniversary of the original issuance date. Each Series B Warrant is exercisable for one ADS at an exercise price of US$1.00per ADS. The Series B Warrants will be immediately exercisable and will expire on the 2½th anniversary of the original issuancedate. Each Pre-Funded Warrant is exercisable for one ADS at an exercise price of US$0.01. We areoffering the Pre-Funded Warrants to certain purchasers whose purchase of the ADSs in this Offering would otherwise result in suchpurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of thepurchaser, 9.99%) of our outstanding Class A ordinary shares immediately following the consummation of this Offering. The Pre-FundedWarrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

Our ADSs are listed on theNew York Stock Exchange under the symbol “BTCM.” On June 24, 2022, the closingtrading price for our ADSs, as reported on the New York Stock Exchange, was US$0.60 perADS. There is no established public trading market for the Warrants or the Pre-Funded Warrants,and we do not expect a market to develop. We do not intend to apply for listing of the Warrants or the Pre-Funded Warrants on any securitiesexchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants and Pre-FundedWarrants will be limited.

Wehave retained H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as our placement agent in connection with thisOffering. Except with respect to the Placement Agent Warrants, the Placement Agent is not purchasing or selling any of the securitiesoffered pursuant to this prospectus supplement and the accompanying prospectus and the Placement Agent is not required to arrange thepurchase or sale of any specific number of securities or dollar amount. We will pay the Placement Agent a cash fee of 7.0% of the grossproceeds raised in the Offering. In addition, we will pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceedsreceived from the cash exercise of any Warrants issued in the Offering. Pursuant to this prospectus supplement and the accompanying prospectus,we will also issue warrants (the “Placement Agent Warrants”) to purchase ADSs equal to 6.0% of the aggregate number of ADSsand Pre-Funded Warrants sold in this Offering to the Placement Agent, or its designees, as part of the compensation payable to the PlacementAgent. Each Placement Agent Warrant will have an exercise price of US$1.25, will become exercisable immediately upon issuance and willexpire five years from the commencement of the sales pursuant to the Securities Purchase Agreement. This prospectus supplement also relatesto the issuance of up to 960,000 ADSs that are issuable upon the exercise of the Placement Agent Warrants as part of the compensationpayable to the Placement Agent. See “Plan of Distribution” beginning on page S-28 of this prospectus supplement for moreinformation regarding these arrangements.

BIT Mining Limited, our ultimate Cayman Islands holding company, does not have substantive operationsother than (1) holding certain of our digital assets in connection with our cryptocurrency mining business and (2) indirectlyholding the equity interest in our subsidiaries in Hong Kong, British Virgin Islands, Canada, Malta, Cyprus, Curacao, Kazakhstan, theUnited States and mainland China. As of the date of this prospectus supplement, (i) we do not have revenue-generating operationsin mainland China, and our remaining operations in mainland China primarily involve the provision of administrative support to our cryptocurrencymining business as well as the provision of internal information technology services to our operating entities and mining pools outsidemainland China; and (ii) we do not maintain any variable interest entity structure in mainland China, Hong Kong or Macau. We havedeveloped Ethereum mining operation in Hong Kong, but have no plan to further expand such Hong Kong-based operation. This is becausewe are focusing on growing our cryptocurrency mining operations in the United States. In 2021, our operations in Hong Kong generatedapproximately 1.4% of our total revenue for such year. As used in this prospectus, “we,” “us,” “ourcompany” or “our” refers to BIT Mining Limited, a Cayman Islands exempted company and its subsidiaries. Investors inour ADSs are purchasing equity interest in a Cayman Islands holding company.

We face various legal andoperational risks and regulatory uncertainties associated with having certain non revenue-generating subsidiaries, certain administrativepersonnel, and certain members of the board of directors located in mainland China. The PRC government has significant authority to exertinfluence on the ability of a company located in China to conduct its business, accept foreign investments or list on U.S. or other foreignexchanges. We cannot assure you that such influence will not be extended to companies operating in Hong Kong, such as our Hong Kong subsidiaries.We may have to scale down or cease our remaining operations in mainland China and our Ethereum mining operation in Hong Kong, ifthe PRC government extends its influence and/or control in Hong Kong to restrict or otherwise regulate our remaining operations in mainlandChina and our Ethereum mining operation in Hong Kong. For example, we face risks and uncertainties associated with regulatoryapprovals of offshore offerings and oversight on cybersecurity and data privacy, as well as the PCAOB audit inspection requirements.Such risks and uncertainties could result in a material change in our operations and/or the value of the ADSs or could significantlylimit or completely hinder our ability to offer ADSs and/or other securities to investors and cause the value of such securities to significantlydecline or be worthless. The PRC government also has significant discretion over our business operations in China, and may intervenewith or influence China-based our operations as it deems appropriate to further regulatory, political and societal goals. Furthermore,the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and foreigninvestments in China-based companies. These regulatory risks and uncertainties could become applicable to our Hong Kong operations ifregulatory authorities in Hong Kong adopt similar rules and/or regulatory actions. Any adverse action, once taken by the PRC and/orHong Kong government, could significantly limit or completely hinder our ability to offer securities to investors and cause the valueof such securities to significantly decline or in extreme cases, become worthless. For a detailed description of risks related to doingbusiness in China, see “Risk Factors—Risks Related to Doing Business inChina” in the accompanying prospectus.

OurU.S.-based auditor, MaloneBailey, LLP, is not among the PCAOB-registered publicaccounting firms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of havingbeen unable to inspect or investigate completely. As of the date of this prospectus supplement,we have not been identified by the SEC as a commission-identified issuer under the Holding Foreign Companies Accountable Act (“HFCAAct”). However, we could still face the risk of delisting and cease of tradingof our securities from a stock exchange or an over-the-counter market in the United States under the HFCA Act and the securities regulationspromulgated thereunder if the PCAOB determines in the future that it is unable to completely inspect or investigate our auditor whichhas a presence in China. See “Risk Factors—Risks Related to Doing Businessin China—Our ADSs could still be delisted from a U.S. exchange and prohibited from being traded over-the-counter in the UnitedStates under the HFCA Act if the PCAOB determines in the future that it is unable to fully inspect or investigate our auditor which hasa presence in China, and the delisting and cease of trading our ADSs, or the threat of their being delisted or prohibited from beingtraded, may materially and adversely affect the value of your investment” in the accompanyingprospectus.

Neither we nor any of oursubsidiaries has obtained the approval or clearance from either the China Securities Regulatory Commission (the “CSRC”) orthe Cyberspace Administration of China (the “CAC”) for this Offering, and we do not intend to obtain the approval or clearancefrom either the CSRC or the CAC in connection with this Offering, since we do not believe, based upon advice of our PRC counsel, JunZeJunLaw Offices, that such approval or clearance is required under these circumstances or for the time being. We cannot assure you, however,that regulators in China will not take a contrary view or will not subsequently require us to undergo the approval or clearance proceduresand subject us to penalties for non-compliance. We do not believe that such approval or clearance is required under these circumstancesor for the time being for our Hong Kong subsidiaries. If the PRC government takes the viewthat these approvals shall be obtained, or clearance procedures shall be completed,by companies with operations in Hong Kong, we face uncertainties as to whether such approval can be timely obtained, or procedure canbe timely completed, or at all. See “Risk Factors—The approval of or clearanceby the CSRC, the CAC and other compliance procedures may be required in connection with this Offering and if required, we cannot predictwhether we will be able to obtain such approval or clearance.”

Wecurrently intend to reinvest all available funds and any future earnings to fund our business growth and expansion outside of China and,therefore, we currently have no plan to pay any cash dividends on our ordinary shares, including those represented by the ADSs, in theforeseeable future. As of the date of this prospectus supplement, our Cayman Islands holding company has not declared or paid dividends,nor did any subsidiary declare or make any dividends or distributions to the Cayman Islands holding company. A substantial majority ofour funds and assets are currently held by subsidiaries located outside of mainland China. If needed, cash can be transferred betweenour holding company and subsidiaries through intercompany fund advances and capital contributions, as applicable. We are not aware ofany regulatory restriction of transferring funds between our Cayman Islands holding company and subsidiaries in Hong Kong, British VirginIslands, Canada, Malta, Cyprus, Curacao, Kazakhstan and the United States. Our subsidiaries in mainland China are subject to paid-upcapital requirements, and we must consider their financial conditions in any distribution of the earnings to their respective holdingcompanies. The PRC government also imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases,the remittance of currency out of mainland China. We do not expect that such restrictions would affect our ability to transfer cash betweenentities within our group or pay dividends to our investors in the United States, as we have migrated most of our business outside ofChina, and a substantial majority of our operations and assets are located outside of mainland China. Therefore, we do not believe thereare significant restrictions on foreign exchange or our ability to transfer cash between entities within our group, across borders, orto U.S. investors. See “Our Company—Restrictions on our ability to transfer cash between subsidiaries, across borders andto U.S. Investors” in the accompanying prospectus.

Ourordinary shares consist of Class A ordinary shares, Class A preference shares, and Class B ordinary shares. Each Class Aordinary share is entitled to one vote, each Class A preference share is entitled to 10,000 votes, and each Class B ordinaryshare is entitled to 10 votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by theholder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Uponany transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, each of suchClass B ordinary shares shall be automatically and immediately converted into one Class A ordinary share. All 65,000Class A preference shares are held by Good Luck Information Technology Co., Limited (“GoodLuck Information”), an entity controlled by Mr. Man San Vincent Law, our founder and executive director. The Class Apreference shares are not entitled to receive dividends and cannot be converted into Class A ordinary shares, Class B ordinaryshares, or ADSs. Upon any transfer of Class A preference shares by Good Luck Information to any person or entity which is not itsaffiliate, or when Good Luck ceases to be controlled by any person holding executive office in or being a member of our board of director,the Class A preference shares shall cease to have any voting right. If Mr. Man San Vincent Law ceases to serve as our director,we shall be entitled to redeem all of the Class A preference shares at US$1.0 per share. See “Description of Share Capital”in the accompanying prospectus.

Investing in thesesecurities involves risks. See the “Risk Factors” on page S-14 of this prospectus supplement, and those included inthe accompanying prospectus on page 14, and the documents incorporated by reference herein and therein to read about factors you shouldconsider before investing in these securities.

Neither the Securitiesand Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

H.C. Wainwright &Co.

The date of this prospectussupplement is June 23, 2022.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

You should rely only on the information containedin this prospectus supplement and the accompanying prospectus. We have not authorized anyone toprovide any information other than that contained or incorporated by reference in this prospectus supplement and the accompanying prospectusor any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seekingoffers to buy, ordinary shares only in jurisdictions where offers and sales are permitted. Neither we nor the Placement Agent are makingan offer to sell any securities in jurisdictions where the offer or sale is not permitted.  Youshould assume that the information appearing in this prospectus supplement, the accompanying prospectus, any related free writing prospectusand the documents incorporated by reference herein or therein is accurate only as of their respective dates. Our business, financialcondition, results of operations and prospects may have changed since those dates.

No action is being taken in any jurisdictionoutside the United States to permit a public offering of the ordinary shares or possession or distribution of this prospectus supplementor the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanyingprospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to thisOffering and the distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction. This prospectussupplement and the accompanying prospectus do not constitute an offer of, or an invitation to purchase, any securities in any jurisdictionin which such offer or invitation would be unlawful.

ABOUTTHIS PROSPECTUS SUPPLEMENT

Thisdocument is in two parts. The first part is the prospectus supplement, which describes the specific terms of this Offering and also addsto and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part is the accompanying prospectus dated May 6, 2022, and included in the registrationstatement on FormF-3 (No. 333-258329), including the documents incorporated by reference therein, which provides more general information, some ofwhich may not be applicable to this Offering.

Thisprospectus supplement provides specific details regarding the offering of the ADSs, the Pre-Funded Warrants, the Series A Warrants andthe Series B Warrants. If the description of the Offering varies between this prospectus supplement and the accompanying prospectus,you should rely on the information in this prospectus supplement.

Youshould read both this prospectus supplement and the accompanying prospectus together with the additional information described under “Where You Can Find More Information About Us” and “Incorporation of Documents by Reference” on pages S-34 andS-35 of this prospectus supplement.

Inthis prospectus supplement, unless otherwise indicated or unless the context otherwise requires:

Our business is primarilyconducted in Hong Kong, the United States and Kazakhstan, and all of our revenues have been denominated in U.S. dollars since the thirdquarter of 2021. The related financial statements prior to July 1, 2021 have been recast to U.S. dollars as if the financial statementsoriginally had been presented in U.S. dollars since the earliest period presented.  Transactions in currencies other than the reportingcurrency are measured and recorded in the reporting currency at the exchange rate prevailing on the transaction date. We make no representationthat the Renminbi and Hong Kong dollars referred to in this prospectus could have been or could be converted into U.S. dollars, Renminbiand Hong Kong dollars as the case may be, at any particular rate or at all.

SPECIALNOTES REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein may contain forward-lookingstatements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements.These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.

Youcan identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectationsand projections about future events and financial trends that we believe may affect our financial condition, results of operations, businessstrategy and financial needs. These forward-looking statements include statements about:

Theforward-looking statements included in this prospectus supplement, the accompanying prospectus and the information incorporated by referenceherein and therein relate only to events or information as of the date on which the statementsare made in such document. Except as required by U.S. federal securities law, we undertake no obligation to update or revise publiclyany forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statementsare made or to reflect the occurrence of unanticipated events. You should read this prospectus supplement, the accompanyingprospectus, and the information incorporated by reference herein and therein, along with any exhibitsthereto, completely and with the understanding that our actual future results may be materially different from what we expect. Othersections of this prospectus supplement, the accompanying prospectus and the documents incorporatedby reference herein and therein include additional factors which could adversely impact our business and financial performance. Moreover,we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predictall risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-lookingstatements by these cautionary statements.

Thisprospectus supplement, the accompanying prospectus and the information incorporated by referenceherein and therein may also contain estimates, projections and statistical data that we obtained from industry publications and reportsgenerated by government or third-party providers of market intelligence. Although we have not independently verified the data, we believethat the publications and reports are reliable. However, the statistical data and estimates in these publications and reports are basedon a number of assumptions and if any one or more of the assumptions underlying the market data are later found to be incorrect, actualresults may differ from the projections based on these assumptions. In addition, due to the rapidly evolving nature of the global cryptocurrencyand blockchain industry, projections or estimates about our business and financial prospects involve significant risks and uncertainties.You should not place undue reliance on these forward-looking statements.

RISKFACTORS

Investing in the securities involves risk.You should carefully consider all the information in this prospectus supplement, the accompanyingprospectus and the documents incorporated by reference herein and therein, including the risk factors and uncertainties described underthe heading “Item 3. Key Information—D. Risk Factors” in our most recently filed annual report on Form 20-F and therisks and uncertainties described below, before making an investment in our securities. Any of the following risks could materially andadversely affect our business, financial condition and results of operations. These risks and uncertainties could materially affectour business, results of operations or financial condition, cause the value of our securities to decline or diminish or even make oursecurities worthless, and significantly limit or completely hinder our ability to offer or continue to offer securities to investors.You could lose all or part of your investment.

Theapproval of or clearance by the CSRC, the CAC and other compliance procedures may be required in connection with this Offering and ifrequired, we cannot predict whether we will be able to obtain such approval or clearance.

TheRegulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”) requiresan overseas special purpose vehicle that are controlled by PRC companies or individuals formed for the purpose of seeking a publiclisting on an overseas stock exchange through acquisitions of PRC domestic companies using shares of such special purpose vehicle orheld by its shareholders as considerations to obtain the approval of the CSRC, prior to the listing and trading of such specialpurpose vehicle’s securities on an overseas stock exchange. However, the application of the M&A Rules remainsunclear. If CSRC approval is required, it is uncertain whether it would be possible for us to obtain the approval. Any failure toobtain or delay in obtaining CSRC approval for any offering we may make under this prospectus and any applicable prospectussupplement would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies. On December 24, 2021, the CSRCissued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by DomesticCompanies (Draft for Comments) and the Administrative Measures for the Filing of Overseas Securities Offering and Listing byDomestic Companies (Draft for Comments), which propose to require PRC companies and their overseas special purpose vehicles with theVIE structures to register with CSRC and meet compliance rules before listing in overseas markets.

Whilethe application of the M&A Rules remains unclear, we believe, based on the advice of our PRC counsel, JunZeJun Law Offices,that the CSRC approval is not required in this Offering because (1) the CSRC currently has not issued any definitive rule orinterpretation concerning whether offerings under the prospectus are subject to the M&A Rules; (2) each of our wholly foreign-ownedsubsidiaries in mainland China was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by mergeror acquisition of equity interest, and the acquisition of Loto Shenzhen through the acquisition of Loto Interactive was not subject tothe M&A Rules; and (3) we do not maintain a VIE structure or conduct revenue-generating business in China. However, uncertaintiesstill exist as to how the M&A Rules will be interpreted and implemented, and the opinion of our PRC counsel is subject to anynew laws, rules, and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannotassure you that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC counsel. If theCSRC or other PRC regulatory body subsequently determines that we need to obtain the CSRC’s approval for any offering we may makeunder this prospectus and any applicable prospectus supplement or if the CSRC or any other PRC government authorities promulgates anyinterpretation or implements rules that would require us to obtain CSRC or other governmental approvals for this Offering, we mayface adverse actions or sanctions by the CSRC or other PRC regulatory agencies, which may include fines and penalties on our remainingoperations in mainland China, limitations on our operating privileges in China, delays in or restrictions on the repatriation of theproceeds from any such offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our subsidiariesin mainland China, or other actions that could have a material and adverse effect on our business, reputation, financial condition, resultsof operations, prospects, as well as the trading price of the ADSs. The CSRC or other PRC regulatory agencies may also take actions requiringus, or making it advisable for us, to halt any such offering before the settlement and delivery of the ADSs that we are offering. Consequently,if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the ADSs, you wouldbe doing so at the risk that the settlement and delivery may not occur. In addition, if the CSRC or other regulatory agencies subsequently promulgatenew rules or explanations requiring that we obtain their approvals or clearances for any such offering, we may be unable to obtaina waiver of such approval requirements.

OnJuly 6, 2021, General Office of the Central Committee of the Communist Party of China and the General Office of the State Counciljointly issued the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasizedthe need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-basedcompanies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with therisks and incidents faced by China-based overseas-listed companies. As a follow-up, on December 24, 2021, the State Council issueda draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies,and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companiesfor public comments. These draft measures propose to establish a new filing-based regime to regulate overseas offerings and listingsby domestic companies. Specifically, an overseas offering and listing by a PRC company, whether directly or indirectly, an initial orfollow-on offering, must be filed with the CSRC. The examination and determination of an indirect offering and listing will be conductedon a substance-over-form basis, and an offering and listing shall be deemed as a PRC company’s indirect overseas offering and listingif the issuer meets the following conditions: (1) any of the operating income, gross profit, total assets, or net assets of thePRC enterprise in the most recent fiscal year was more than 50% of the relevant line item in the issuer’s audited consolidatedfinancial statement for that year; and (2) senior management personnel responsible for business operations and management are mostlyPRC citizens or are ordinarily resident in the PRC, and the principal place of business is in the PRC or carried out in the PRC. Theissuer or its affiliated PRC entity, as the case may be, shall file with the CSRC for its initial public offering, follow-on offeringand other equivalent offering activities. Particularly, the issuer shall submit the filing with respect to its initial public offeringand listing within three business days after its initial filing of the listing application, and submit the filing with respect to itsfollow-on offering within three business days after the completion of the follow-on offering. Failure to comply with the filing requirementsmay result in fines to the relevant PRC companies, suspension of their businesses, revocation of their business licenses and operationpermits and fines on the controlling shareholder and other responsible persons. Theses draft measures also set forth certain regulatoryred lines for overseas offerings and listings by PRC enterprises.

Thereare substantial uncertainties as to whether these draft measures to regulate direct or indirect overseas offering and listing would befurther amended, revised or updated, their enactment timetable and final content. As the CSRC may formulate and publish guidelines forfilings in the future, these draft measures did not provide for detailed requirements of the substance and form of the filing documents.In a Q&A released on CSRC’s official website on December 24, 2021, the respondent CSRC official indicated that the proposednew filing requirement will start with new issuers and listed companies seeking follow-on financing and other financing activities. Asfor the filings for other listed companies, the regulator will grant adequate transition period and apply separate arrangements. TheQ&A also pointed out that, if compliant with relevant PRC laws and regulations, companies with compliant VIE structure may seek overseaslisting after completion of the CSRC filings. Nevertheless, the Q&A did not specify what would qualify as a “compliant VIEstructure” and what relevant PRC laws and regulations are required to be complied with. Given the substantial uncertainties surroundingthe latest CSRC filing requirements at this stage, we cannot assure you that, if this were ever required for companies with formerVIE structure like us, we would be able to complete the filings and fully comply with the relevant new rules on a timely basis,if at all.

OnJanuary 4, 2022, the CAC announced the adoption of the Cybersecurity Review Measures, which stipulate that effective February 15,2022, online platforms and network providers possessing personal information of more than one million individual users must undergo acybersecurity review by the CAC when they seek listing in foreign markets. The aforementioned policies and any related implementationrules to be enacted may subject us to additional compliance requirement in the future.

Asthese opinions were recently issued, official guidance and interpretation of the opinions remain unclear in several respects at thistime. We have not obtained the approval or clearance from either the CSRC or the CAC for any offering we may make under thisprospectus supplement and the accompanying prospectus, and as advised by our PRC counsel, JunZeJun Law Offices, we do not believethat such approval or clearance is necessary under these circumstances or for the time being. We cannot assure you, however, thatthe regulators will not take a contrary view or will not subsequently require us to undergo the approval or clearance procedures andsubject us to penalties for non-compliance. We do not believe that such approval or clearance is required under these circumstancesor for the time being for our Hong Kong subsidiaries. If the PRC government takes theview that these approvals shall be obtained, or clearance procedures shall becompleted, by companies with operations in Hong Kong, we face uncertainties as to whether such approval can be timely obtained, orprocedure can be timely completed, or at all. Therefore, we cannot assure you that we will remain fully compliant withall new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all.

Our results of operations and financialcondition may be significantly impacted by price fluctuations of digital assets such as Bitcoin and Ethereum, and our business, resultsof operations and financial condition could be materially and adversely affected by a significant drop in the prices of digital assets,in particular Bitcoin.

The demandfor our services and products is determined primarily by the expected economic return of digital asset mining activities, inparticular those of Bitcoin, which in turn is significantly affected by expectations with respect to their prices, among otherfactors. The price of Bitcoin has experienced significant fluctuations over its short existence and may continue to fluctuatesignificantly in the future. For instance, there has been a significant drop in the price of Bitcoin in the second quarter of 2022,which has adversely affected the expected return of mining operations, and in turn, impacted our business, results of operations andliquidity position. If the price of digital assets or network transaction fees drop, the expected economic return of mining activities willdiminish, resulting in a decrease in demand for our services and products. We may need to adjust our operations, such as temporarilyreducing the number of miners in operations, to manage our operating costs and respond to changes in market condition. We cannotassure you that the price of Bitcoin or other digital assets will remain high enough to sustain the demand for our services andproducts or that their prices will not decline significantly in the future.

Thefuture of digital assets and their prices are subject to a high degree of uncertainty. If transaction fees become too high, users maybe discouraged from using digital assets, which will decrease the transaction volume of the digital asset network. In addition, any powershortage due to government control measures or other reasons, or increase in energy costs, would raise the mining costs. These instancescould affect our customers’ expected economic return for mining activities, which in turn, would adversely affect the demand forand pricing of our services and products.

Furthermore,fluctuations in the price of digital assets may affect the value of our assets or inventories, which include miners and digital assetswe mined and held for our own account. A significant drop in the price of digital assets can lead to a lower expected sales price, whichin turn will lead to impairment losses with respect to such digital assets. As a result, any significant drop in the price of Bitcoinand other digital assets will likely have a material and adverse effect on our results of operations, financial condition and liquidityposition.

Thetrading price of our ADSs may be volatile, which could result in substantial losses to you.

Thetrading price of our ADSs may be volatile and could fluctuate widely in response to factors relating to our business as well as externalfactors beyond our control. Factors such as variations in our financial results, announcements of new business initiatives by us or byour competitors, recruitment or departure of key personnel, changes in the estimates ofour financial results or changes in the recommendations of any securities analysts electing to follow our securities or the securitiesof our competitors could cause the market price for our ADSs to change substantially. At the same time, securities markets may from timeto time experience significant price and volume fluctuations that are not related to the operating performance of particular companies.For example, in late 2008 and early 2009, the securities markets in the United States, China and other jurisdictions experienced thelargest decline in share prices since September 2001. These broad market and industry factors may significantly affect the marketprice and volatility of our ADSs, regardless of our actual operating performance. Any of these factors may result in large and suddenchanges in the trading volume and price for our ADSs.

In addition to the abovefactors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, including the following:

Substantial future salesor perceived potential sales of our ADSs, Class A ordinary shares or other equity securities in the public market could cause theprice of our ADSs to decline significantly.

Salesof our ADSs, Class A ordinary shares or other equity securities in the public market, or the perception that these sales could occur,could cause the market price of our ADSs to decline significantly. As of the date of this prospectus supplement, we have 726,117,000Class A ordinary shares outstanding, including 565,940,810Class A ordinary shares represented by ADSs. All of our ADSs are freely transferableby persons other than our “affiliates” without restriction or additional registration under the U.S. Securities Act of 1933,as amended (the “Securities Act”).

Futuresales of our ADSs, whether by us or our shareholders, could cause our share price to decline.

If our existing shareholderssell, or indicate an intent to sell, substantial amounts of our ADSs in the public market, the trading price of our ADSs could declinesignificantly. Similarly, the perception in the public market that our shareholders might sell of our ADSs could also depress the marketprice of our ADSs. A decline in the price of our ADSs might impede our ability to raise capital through the issuance of additional ofour ADSs or other equity securities. In addition, the issuance and sale by us of additional of our ADSs or securities convertible intoor exercisable for our ADSs, or the perception that we will issue such securities, could reduce the trading price for our ADSs as wellas make future sales of equity securities by us less attractive or not feasible. The sale of ADSs issued upon the exercise of our outstandingoptions and the warrants could further dilute the holdings of our then existing shareholders.

You may experiencedilution in the net tangible book value per share of the ADSs you purchase in this Offering asa result of future equity offerings or other equity issuances.

We may in the future issueadditional ADSs or other securities convertible into or exchangeable for of our ADSs. We cannot assure you that we will be able to sellof our ADSs or other securities in any other offering or other transactions at a price per share that is equal to or greater than theprice per share paid by investors in this Offering. The price per share at which we sell additional ADSs or other securities convertibleinto or exchangeable for our ADSs in future transactions may be higher or lower than the price per ADS in this Offering.

Wedo not intend to apply for any listing of the Series A Warrants, the Series B Warrants or the Pre-Funded Warrants on any exchangeor nationally recognized trading system, and we do not expect a market to develop for the Series A Warrants, the Series B Warrants orthe Pre-Funded Warrants.

Wedo not intend to apply for any listing of either of the Series A Warrants, the Series BWarrants or the Pre-Funded Warrants on the New York Stock Exchange or any other securities exchange or nationally recognizedtrading system, and we do not expect a market to develop for the Series A Warrants, the SeriesB Warrants or the Pre-Funded Warrants. Without an active market, the liquidity of the SeriesA Warrants, the Series B Warrants or the Pre-Funded Warrants will be limited. Further, the existence of the SeriesA Warrants, the Series B Warrants and the Pre-Funded Warrants may act to reduce both the trading volume and the tradingprice of our ADSs.

The Series A Warrants and the SeriesB Warrants are speculative in nature.

Fora period of five years commencing upon the date of issuance, holders of the Series A Warrantsmay exercise their right to acquire our ADSs at an exercise price of US$1.10 per share. For a period of two and a half years commencingupon the date of issuance, holders of the Series B Warrants may exercise their right toacquire our ADSs at an exercise price of US$1.00 per share. There can be no assurance that the market price of our ADSs will ever equalor exceed the exercise price of the Series A Warrants or the Series B Warrants, and consequently,whether it will ever be profitable for holders of the Series A Warrants or the Series B Warrantsto exercise them.

Exceptas otherwise provided in the Series A Warrants, the Series B Warrants or the Pre-Funded Warrants, holders of the Series A Warrants,the Series B Warrants and the Pre-Funded Warrants purchased in this Offering will have no rights as our shareholders.

TheSeries A Warrants, the Series B Warrants and the Pre-Funded Warrants offeredin this Offering do not confer any rights as shareholders of our company on their holders, such as voting rights or the right to receivedividends, but rather merely represent the right to acquire our ADSs at a fixed price, and in thecase of the Series A Warrants and the Series B Warrants, for a limited period of time. Specifically,a holder of a Series A Warrant may exercise the right to acquire one ADS at an exerciseprice equal to US$1.10 per ADS prior to the fifth anniversaryof the original issuance date, upon which date any unexercised Series A Warrants will expire and have no further value. A holder of aSeries B Warrant may exercise the right to acquire one ADS and pay an exercise price equalto US$1.00 per ADS prior to the 2½th anniversaryof the original issuance date, upon which date any unexercised Series B Warrants will expire and have no further value. A holder of a Pre-Funded Warrantmay exercise the right to acquire one ADS and pay a nominal exercise price at any time.Upon exercise of the Series A Warrants, the Series B Warrants and the Pre-Funded Warrants,their holders will be entitled to exercise the rights of a holder of the ADSs only as to matters for which the record date occursafter the exercise date. Holders of our ADSs may only exercise their voting rights with respect to the underlying Class A ordinary sharesin accordance with the provisions of the deposit agreement.

Wemay not receive any additional funds upon the exercise of the Series A Warrants, the Series B Warrants or the Pre-Funded Warrants.

Each SeriesA Warrant, Series B Warrant and Pre-Funded Warrant may be exercised by way of a cashless exercise, meaning that theholder may not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of ADSsdetermined according to the formula set forth in the relevant warrant documents. Accordingly, we may not receive any additional funds uponthe exercise of the Series A Warrants, the Series B Warrants orthe Pre-Funded Warrants.

Ifsecurities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the marketprice for our ADSs and trading volume could decline.

Itis our policy not to offer guidance on earnings. The trading market for our ADSs depends in part on the research and reports thatsecurities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate researchcoverage or if one or more of the analysts who cover us downgrade our ADSs or publish inaccurate or unfavorable research about our business,the market price for our ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publishreports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volumefor our ADSs to decline significantly.

Thedifferent voting rights attached to our securities limit our investors’ ability to influence corporate matters and could discourageothers from pursuing any change of control transactions that holders of our Class A ordinary shares and holders of our ADSs mayview as beneficial.

Ourordinary shares consist of Class A ordinary shares, Class A preference shares, and Class B ordinary shares. Each Class Aordinary share is entitled to one vote, each Class A preference share is entitled to 10,000 votes, and each Class B ordinaryshare is entitled to 10 votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by theholder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Uponany transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, each of suchClass B ordinary shares shall be automatically and immediately converted into one Class A ordinary share.

Asof the date of this prospectus supplement, all 65,000 Class A preference shares are held by GoodLuck Information, an entity controlled by Mr. Man San Vincent Law, our founder and executive director. The Class A preferenceshares are not entitled to receive dividends and cannot be converted into Class A ordinary shares, Class B ordinary shares,or ADSs. Upon any transfer of Class A preference shares by Good Luck Information to any person or entity which is not its affiliate,or when Good Luck ceases to be controlled by any person holding executive office in or being a member of our board of director, the Class Apreference shares shall cease to have any voting right. If Mr. Man San Vincent Law ceases to serve as our director, we shall be entitledto redeem all of the Class A preference shares at US$1.0 per share. See “Description of Share Capital” in the accompanyingprospectus. As a result of the share structure and the concentration of ownership, holders of Class A preference shares haveconsiderable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of ourassets, election of directors and other significant corporate actions. Such holders may take actions that are not in the best interestof us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company,which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of asale of our company and may reduce the price of our ADSs. This concentrated control limits our investors’ ability to influence corporatematters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holdersof Class A ordinary shares and holders of our ADSs may view as beneficial.

We may become a passiveforeign investment company, which could result in adverse United States tax consequences to United States investors.

Basedon our financial statements and the composition of our income and assets and the valuation of our assets, we do not believe that we werea passive foreign investment company (“PFIC”), for United States federal income tax purposes for 2021, although there canbe no assurances in this regard. Additionally, it is possible that we may be a PFIC in 2022 or future taxable years. The determinationof whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets and the valuationof our assets from time to time, whether our market capitalization stays the same or continues to decrease and how quickly we spendthe cash raised in this Offering. Moreover, the application of the PFIC rules to digital assets and cloud computing (and transactionsrelated thereto) is subject to significant uncertainty. Among other things, the United States Internal Revenue Service (“IRS”)has issued very limited guidance on the treatment of income from activities such as those conducted by our mining pool business.  Weexpect the activities of the mining pool business to be treated as generating active income, rather than passive income, and accordingly,we do not expect to be a PFIC. However, the IRS or a court may disagree with our determinations, including the treatment of our miningpool business as generating active income, the manner in which we determine the value of our assets and the percentage of our assets thatare passive assets under the PFIC rules. For any taxable year we will be classified as a PFIC for United States federal income tax purposesif either (i) 75% or more of our gross income in that taxable year is passive income or (ii) the average percentage of our assets(which includes cash) by value in that taxable year which produce or are held for the production of passive income is at least 50%. Thecalculation of the value of our assets will be based, in part, on the quarterly market value of our ADSs,

Ifwe were to be or become a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, certain adverse U.S.federal income tax consequences could apply to such U.S. Holder. See “Taxation—United States Federal Income Taxation—Passiveforeign investment company considerations” in the accompanying prospectus.

The Tax Treatment of Pre-Funded Warrantsfor U.S. federal income tax purposes is uncertain.

The Pre-Funded Warrants may be treated as a share of our ADSs for U.S.federal income tax purposes, in which case a holder of Pre-Funded Warrants would generally be taxed in the same manner as a holder ofADS as described in “Taxation — United States Federal Income Taxation — Taxation of Our ADSs or Ordinary Shares”in the accompanying prospectus. Accordingly, upon exercise, the holding period of a Pre-Funded Warrant would carry over to the share ofADS received. Similarly, the tax basis of the Pre-Funded Warrant would carry over to the share of ADS received upon exercise increasedby the exercise price of US$0.01. It is not clear whether the “qualified electing fund” election and “mark-to-market”election may be made in respect of the Pre Funded Warrants, or whether dividends on the Pre-Funded Warrants would be eligible for preferentialrates as described in “Taxation — United States Federal Income Taxation — Taxation of Our ADSs or Ordinary Shares”in the accompanying prospectus. Each holder should consult his, her or its own tax advisor regarding the risks associated with the acquisitionof Pre-Funded Warrants.

As a company incorporated in the CaymanIslands, we are permitted to adopt certain home country practices for corporate governance matters that differ significantly from theNew York Stock Exchange (the “NYSE”) corporate governance listing standards; these practices may afford less protection toshareholders than they would enjoy if we complied fully with the corporate governance listing standards.

OurADSs are listed on the NYSE. The NYSE corporate governance listing standards permit a foreign private issuer like us to follow the corporategovernance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, maydiffer significantly from the NYSE corporate governance listing standards. For example, Cayman Islands law does not require us to complywith the following corporate governance listing standards of the NYSE: (1) having the majority of our board of directors composedof independent directors, (2) having a minimum of three members in our audit committee, (3) holding annual shareholders' meetings,(4) having a compensation committee composed entirely of independent directors, (5) having a nominating and corporate governancecommittee composed entirely of independent directors; and (6) requiring shareholder approval of any transaction involving the issuanceof 20% or more of our outstanding ordinary shares or 20% of the voting power outstanding before the issuance, subject to certain exceptions.In connection with the sales of securities, we have applied for and obtained exemption from the shareholder approval requirement underthe NYSE rules, and we may claim other exemptions without notifying the investors in the future. As a result, you may not be providedwith the benefits of certain corporate governance requirements of the NYSE.

We have not determined a specific use fora portion of the net proceeds from this Offering, and we may use these proceeds in ways with which you may not agree.

Wehave not determined a specific use for a portion of the net proceeds of this Offering, and our management will have considerable discretionin deciding how to apply these proceeds. You will not have the opportunity to assess whether the proceeds are being used appropriatelybefore you make your investment decision. You must rely on the judgment of our management regarding the application of the net proceedsof this Offering. We cannot assure you that the net proceeds will be used in a manner that will improve our results of operations orincrease the price of our ADSs, nor that these net proceeds will be placed only in investments that generate income or appreciate invalue.

USEOF PROCEEDS

Weestimate that the net proceeds from this Offering will be approximately US$14.5 million, after deducting the placement agent fees andthe estimated offering expenses payable by us. We will receive additional proceeds of approximately US$17.6million, US$16.0 million, US$48,000 and US$1.2 million, respectively, if the outstandingSeries A Warrants, Series B Warrants, the Pre-Funded Warrants and the Placement Agent Warrantsare exercised in full for cash, if any.

Anyproceeds we receive from this Offering and cash exercise of the Series A Warrants, the SeriesB Warrants and the Pre-Funded Warrants will be used to invest in mining machines, buildnew data centers, expand infrastructure, and improve working capital position.

Theamounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated or usedby our operations, and the rate of growth, if any, of our business. As a result, we will retain broad discretion in the allocation ofthe net proceeds of this Offering.

DIVIDENDPOLICY

Ourboard of directors has complete discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law.In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by ourboard of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend either out of profits or share premium account,provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they falldue in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount willdepend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictionsand other factors that the board of directors may deem relevant.

Wedo not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retainmost, if not all, of our available funds and any future earnings to operate and expand our business.

Ifwe pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the Class A ordinary sharesunderlying our ADSs to the depositary, as the registered holder of such Class A ordinary shares, and the depositary then will paysuch amounts to our ADS holders in proportion to Class A ordinary shares underlying the ADSs held by such ADS holders, subject tothe terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our Class A ordinary shares,if any, will be paid in U.S. dollars.

CAPITALIZATION

Thefollowing table sets forth our capitalization as of December 31, 2021, presented on:

Youshould read this table together with “Item 5. Operating and Financial Review and Prospects” in our annualreport on Form 20-F for the year ended December 31, 2021, and our consolidated financial statements and note included inthe information incorporated by reference into this prospectus supplement and the accompanying prospectus.

Thetable above does not include any outstanding options granted to the 2021 Share Incentive Plan. As of the date of this prospectus supplement,there has been no material change to our capitalization as set forth above.

DILUTION

If you invest in our ADSs,the Series A Warrants, the Series B Warrants and the Pre-Funded Warrants, your interest willbe diluted immediately to the extent of the difference between the combined purchase price of US$1.00per ADS and the accompanying Warrants (or US$0.99 per Pre-Funded Warrants and accompanying Warrants), and the net tangible bookvalue US$1.470 per ADS of our ADSs after this Offering.

Ournet tangible book value as of December 31, 2021 was approximately US$108.7 million, or US$0.153 per ordinary share and US$1.530 perADS. “Net tangible book value” is total tangible assets, including the amount of cryptocurrency assets, minus the sumof liabilities. “Net tangible book value per share” is net tangible book value divided by the total number of shares outstanding.

Dilutionis determined by subtracting as adjusted net tangible book value per ordinary share, and after giving effect to the additional proceedswe will receive from this Offering, from the offering price per ordinary share. After giving effect to the issuance and sale of 11,200,000ADSs and Pre-Funded Warrants to purchase 4,800,000 ADSs in lieu of the ADSs, and theissuance and sale of the Series A Warrants to purchase up to 16,000,000 ADSs and Series B Warrants to purchase up to 16,000,000 ADSs,at a combined price of US$1.00 per ADS and the accompanying Warrants (or US$0.99 per Pre-Funded Warrants and accompanying Warrants),assuming no exercise of the Warrants, the Pre-Funded Warrants, the Placement AgentWarrants or other outstanding warrants, after deducting placement agent fees and expenses and estimated offering expenses payable by us,our pro forma as adjusted net tangible book value as of December 31, 2021 would have beenapproximately US$123.2 million, or approximately US$1.470per ADS. This represents an immediate decrease in net tangible book value of US$0.060 perADS to our existing shareholders and an immediate increase in net tangible book value of US$0.473per ADS to investors participating in this Offering. The as adjusted information discussed above is illustrative only. The followingtable illustrates this dilution on a per share basis:

Theoutstanding share information in the table above is based on 710,078,169 Class A and Class B ordinary shares issued and outstanding asof December 31, 2021. Subsequent to December 31, 2021 and through the date of this prospectus supplement, we issued 16,038,930 Class Aordinary shares in connection with the first closing of Bee Computing acquisition.

Thefollowing table summarizes, on an as pro forma adjusted basis as of December 31, 2021, the differences between the existing shareholdersas of December 31, 2021 and the new investors with respect to the number of Class A ordinary shares (in the form of ADSs) purchased fromus in this Offering, the total consideration paid and the average price per ordinary share paid, per ADS at the combined purchase priceof US$7.278 per ADS and the accompanying Warrants before deducting the placement agent fees andestimated offering expenses payable by us.

The discussionand tables above assume no exercise of any outstanding warrants, the Warrants, or the Pre-Funded Warrants, or the Placement AgentWarrants to be issued in this Offering, or share options that may be granted under the 2021 Share Incentive Plan. See “Item 6.Directors and Senior Management—B. Compensation—Share Incentive Plan” in our annualreport on Form 20-F for the year ended December 31, 2021, which is incorporated by reference into this prospectussupplement and the accompanying prospectus for details. To the extent that any of the outstanding warrants, the Warrants, thePre-Funded Warrants and the Placement Agent Warrants to be issued in this Offering or options to be granted under the 2021 ShareIncentive Plan are exercised, there will be further dilution to new investors.

PRINCIPALSHAREHOLDERS

Asof the date of this prospectus supplement, our authorized share capital is US$100,000 divided into 2,000,000,000 ordinary shares comprising(1) 1,599,935,000 Class A ordinary shares of a par value of US$0.00005 each, (2) 65,000Class A preference shares of a par value of US$0.00005 each, and (3) 400,000,000Class B ordinary shares of a par value of US$0.00005 each such class or classes (howeverdesignated) of as the board of directors may determine in accordance with our amended and restated memorandum and articles of association.

Exceptas specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares onan as-converted basis as of the date of this prospectus supplement by:

Thecalculations in the table below are based on 1,320,622,099 ordinary shares, including (1) 726,182,099 ordinary shares on an as-convertedbasis outstanding as of the date of this prospectus supplement, consisting of (i) 726,117,000 Class A ordinary shares, (ii) 65,000 ClassA preference shares, and (iii) 99 Class B ordinary, (2) the issuance of 112,000,000 Class A ordinary shares represented by 11,200,000ADSs in relation to this Offering, and (3) 482,440,000 Class A ordinary shares issuable upon the full exercise of (a) 48,000,000 ClassA ordinary shares issuable upon full exercise of the Pre-Funded Warrants to purchase 4,800,000 ADSs, (b) 320,000,000 Class A ordinaryshares issuable upon full exercise of the Warrants, (c) 9,600,000 Class A ordinary shares issuable upon full exercise of the PlacementAgent Warrants, and (d) 104,840,000 Class A ordinary shares issuable upon the full exercise of outstanding warrants, excludingthe treasury shares and the ordinary shares reserved for issuance under our 2021 Share Incentive Plan.

Beneficialownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.Except as indicated below, and subject to applicable laws, the persons named in the table have sole voting and investment power withrespect to all ordinary shares shown as beneficially owned by them. Percentage of beneficial ownership for each of the persons listedbelow is determined by dividing (1) the number of ordinary shares beneficially owned by such person, including ordinary shares suchperson has the right to acquire within 60 days after the date of this prospectus supplement by(2) the total number of ordinary shares outstanding plus the number of ordinary shares such person has the right to acquire within60 days after the date of this prospectus supplement.

The business addressof our directors and executive officers is Units 813&815, Level 8, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong.

*           Lessthan 1% of our outstanding ordinary shares.

(1)        represents(i) 107,040,813 Class A ordinary shares composed of (a) 599,883 ADSs which represent 5,998,830 Class A ordinaryshares owned by Delite Limited (“Delite”) as described below; (b) 85,572,963 Class A ordinary shares owned byGood Luck Capital Limited (“Good Luck”) as described below, and (c) 539,424 ADSs which represent 5,394,240Class A ordinary shares owned by Mr. Law directly; and (d) 10,074,780 Class A Ordinary Shares to be issued toMr. Law upon the vest of the RSUs within 60 days of the date of this report granted to him under the 2021 Share Incentive Planof the Issuer; (ii) 6 Class B ordinary shares which owned by Delite as described below; and (iii) 65,000 Class Apreference shares which owned by Good Luck as described below. Delite directly holds (i) 6 Class B ordinary shares andowns (ii) 599,883 ADSs which represent 5,998,830 Class A ordinary shares. Delite is 100% owned by Mr. Law.Mr. Law indirectly holds all voting and investment powers of Delite and its assets, and is the sole director of Delite.Mr. Law may be deemed to beneficially own all of the ordinary shares (including Class A ordinary shares represented by theADSs) held by Delite. Good Luck directly holds (i) 85,572,963 Class A ordinary shares, pursuant to the completion of ashare purchase agreement entered into between Good Luck Information Technology Co., Ltd. and our company datedDecember 21, 2020, which shares were later transferred to Good Luck, and (ii) 65,000 Class A Preference Shares.Mr. Law is the sole shareholder of Good Luck. Mr. Law indirectly holds all voting and investment powers of Good Luck andits assets, and is the sole director of Good Luck. Mr. Law may be deemed to beneficially own all of the ordinary shares and theClass A preference shares held by Good Luck. Delite is a British Virgin Islands company with its address at Vistra CorporateServices Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Good Luck is a British Virgin Islands companywith its address at Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(2)        represents(i) before the offering, (a) 8,800,000 Class A ordinary shares beneficially owned by Armistice Capital Master Fund Ltd., and (b) 8,800,000Class A ordinary shares issuable upon the exercise of a warrant, before the Offering, and (ii) after the offering, 820,000 ClassA ordinary shares represented by 8,200,000 ADSs, 480,000 Class A ordinary shares represented by 4,800,000 ADSs issuable upon exerciseof outstanding Pre-Funded Warrants, 1,300,000 Class A ordinary shares represented by 13,000,000 ADSs issuable upon exercise of outstandingSeries A Warrants, and 1,300,000 Class A ordinary shares represented by 13,000,000 ADSs issuable upon exercise of outstanding SeriesB Warrants in relation to this Offering. The address of Armistice Capital Master Fund Ltd. is 510 Madison Avenue, 7th Floor, New York,NY 10022.

(3)        represents(i) 63,500,500 Class A ordinary shares held by Tsinghua Unigroup International Co., Ltd. (“TU International”),(ii) 68,160,490 Class A ordinary shares underlying 6,816,049 ADSs held by TU International, and (iii) 8,273,560 Class Aordinary shares underlying 827,356 ADSs held by Unis Technology Strategy Investment Limited (“Unis”). Tsinghua Unigroup CapitalManagement Co., Ltd. (“TU Capital”) is the direct parent company of TU International. Unis is a direct wholly-owned subsidiaryof TU Capital. Tsinghua Unigroup Co., Ltd. is the indirect, but controlling, parent company of TU International, and the direct parentcompany of TU Capital. Each of TU International and Tsinghua Unigroup Co., Ltd. is a company with limited liability incorporatedunder the laws of the British Virgin Islands. TU Capital is a limited liability company registered and existing under the laws of thePRC. The business address of Tsinghua Unigroup Co., Ltd. is F10 Unis Plaza, Tsinghua Science Park, Haidian District, Beijing, PRC100084.

(4)        represents(i) 5 Class B ordinary shares, and (ii) 3,504,273 Restricted ADSs which represent 35,042,730 Class A ordinary shares,owned by Sequoia Capital 2010 CGF Holdco, Ltd. Sequoia Capital 2010 CGF Holdco, Ltd. is wholly owned by Sequoia Capital ChinaGrowth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and Sequoia Capital China Growth 2010 Principals Fund,L.P. (collectively “SCC 2010 Growth Funds”). The SCC 2010 Growth Funds’ general partner is SC China Growth 2010 Management,L.P. The general partner of SC China Growth 2010 Management, L.P. is SC China Holding Limited, a company incorporated in the Cayman Islands.SC China Holding Limited is wholly owned by SNP China Enterprises Limited, a company wholly owned by Mr. Neil Nanpeng Shen. Mr. NeilNanpeng Shen has the power to direct Sequoia Capital 2010 CGF Holdco, Ltd. as to the voting and disposition of shares directly orindirectly held by Sequoia Capital 2010 CGF Holdco, Ltd., Mr. Shen disclaims beneficial ownership of the shares held by SequoiaCapital 2010 CGF Holdco, Ltd., except to the extent of his pecuniary interest therein. The registered address of Sequoia Capital2010 CGF Holdco, Ltd. is Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

    Asof the date of this prospectus supplement, 565,940,810 Class A ordinary shares, including Class A ordinary shares issued toour depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the2021 Share Incentive Plan, were held of record by one holder that reside in the United States, being Deutsche Bank Trust Company Americas,the depositary of our ADS program. The number of beneficial owners of our ADSs in the United States is likely to be much larger thanthe number of record holder of our Class A ordinary shares in the United States. We are not aware of any arrangement that may, ata subsequent date, result in a change of control of our company.

DESCRIPTIONOF OUR SECURITIES WE ARE OFFERING

American DepositaryShares

Weare offering up to 48,960,000 ADSs, representing up to 489,600,000 Class A ordinary shares (including up to 37,760,000 ADSs issuable uponthe exercise of the Warrants, and the Pre-Funded Warrants, and the Placement Agent Warrants)pursuant to this prospectus supplement and the accompanying prospectus. The material terms and provisions of our ordinary shares and ADSsare described under the caption “Description of Share Capital” and “Description of the American Depositary Shares”beginning on pages 30 and 45 of the accompanying prospectus, respectively.

The Warrants

Thefollowing summary of certain terms and provisions of the Series A Warrants and the SeriesB Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions ofthe Warrants that are incorporated by reference to this prospectus supplement and accompanying prospectus. You should carefully reviewthe terms and provisions of the Series A Warrants and the Series B Warrants for a completedescription of the terms and conditions of the Warrants.

ExercisePrice and Duration of Series A Warrants. Each ADS exercisable pursuant to the Series A Warrants will have an exerciseprice per ADS of US$1.10. The Series A Warrants are exercisable immediately upon issuance, and at any time thereafter up to the fifthanniversary of the issuance date. The exercise price is subject to appropriate adjustment in the event of certain stock dividends anddistributions, stock splits, stock combinations, reclassifications or similar events affecting our Class A ordinary share and also uponany distributions of assets, including cash, stock or other property to our shareholders. No fractional shares will be issued upon exerciseof the Series A Warrants. A Series A Warrant holder may exercise its Series A Warrants only for a whole number of shares.

ExercisePrice and Duration of Series B Warrants. Each ADS exercisable pursuant to the Series B Warrants will have an exerciseprice per ADS of US$1.00. The Series B Warrants are exercisable immediately upon issuance, and at any time thereafter up to the two anda half year anniversary of the issuance date. The exercise price is subject to appropriate adjustment in the event of certain stock dividendsand distributions, stock splits, stock combinations, reclassifications or similar events affecting our Class A ordinary share and alsoupon any distributions of assets, including cash, stock or other property to our shareholders. No fractional shares will be issued uponexercise of the Series B Warrants. A Series B Warrant holder may exercise its Series B Warrants only for a whole number of shares

Exercisability. The Warrants will be exercisable, at the option of each holder, in whole or in part by deliveringto us a duly executed exercise notice and, at any time a registration statement registering the issuance of the Class A ordinary sharesunderlying the Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registrationunder the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the numberof Class A ordinary shares in the form of the ADSs purchased upon such exercise.

CashlessExercise. If at the time of exercise there is no effective registration statement registering, or the prospectus containedtherein is not available for the issuance of the Class A ordinary shares underlying the Warrants, then the Warrants may also be exercised, in whole or in part, at such time by means of a cashless exercise,in which case the holder would receive upon such exercise the net number of Class A ordinary shares in the form of the ADSs determinedaccording to the formula set forth in the warrant.

ExerciseLimitation. A holder will not have the right to exercise any portion of the Warrantsif the holder (together with its affiliates) would beneficially own in excess of 4.99% (or 9.99% upon the request of the holder)of the number of Class A ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership isdetermined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage, provided thatany increase will not be effective until the 61st day after such election.

Transferability.Subject to applicable laws, the Warrants may be transferred, in whole or in part, at the option of the holder, upon surrender of theWarrants to us or our designated agent, together with the appropriate instruments of transfer.

TradingMarket. There is no established public trading market for the Warrants being issued in this Offering, and we do not expecta market to develop. We do not intend to apply for listing of the Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidityof the Warrants will be limited.

FundamentalTransactions. If a fundamental transaction occurs, then the successor entity will succeedto, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations underthe Warrants with the same effect as if such successor entity had been named in the warrantdocument itself. If holders of our Class A ordinary shares are given a choice as to the securities, cash or property to be received ina fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of theWarrants following such fundamental transaction. In addition, in certain circumstances, upon a fundamentaltransaction, the holder will have the right to require us to repurchase its the Warrantsat its fair value using the Black Scholes option pricing formula; provided, however, that, if the fundamental transaction is not withinour control, including not approved by our board of directors, then the holder shall only be entitled to receive the same type or formof consideration (and in the same proportion), at the Black Scholes value of the unexercised portion of the Warrants, that is beingoffered and paid to the holders of our Class A ordinary shares in connection with the fundamental transaction.  

Rightsas a Shareholder. Except as otherwise provided in the Warrants or by virtue ofsuch holder’s ownership of our Class A ordinary shares, the holder of a Warrant does not have the rights or privileges of a holderof our Class A ordinary shares, including any voting rights, until the holder exercises the Warrants.

Amendmentand Waiver. The Warrants may be modified oramended or the provisions thereof waived with the written consent of our company on the one the hand and a holder on the other hand.

Pre-Funded Warrants

Thefollowing summary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subjectto, and qualified in its entirety by, the provisions of the Pre-Funded Warrants that are incorporated by reference to this prospectussupplement and accompanying prospectus. You should carefully review the terms and provisions of Pre-Funded Warrants for a complete descriptionof the terms and conditions of the Pre-Funded Warrants.

Theterm “pre-funded” refers to the fact that the purchase price of our ASDs in this Offering includes almost the entire exerciseprice that will be paid under the Pre-Funded Warrants, except for a nominal remaining exercise price of US$0.01. The purpose of the Pre-FundedWarrants is to enable investors that may have restrictions on their ability to beneficially own more than 4.99% (or, upon election ofthe holder, 9.99%) of our outstanding Class A ordinary shares following the consummation of this Offering the opportunity to makean investment in our Company without triggering their ownership restrictions, by receiving Pre-Funded Warrants in lieu of our ADSs whichwould result in such ownership of more than 4.99% (or 9.99%) of our outstanding ordinary shares, and receive the ability to exercisetheir option to purchase the shares underlying the Pre-Funded Warrants at such nominal price at a later date.

Durationand Exercise Price. Each Pre-Funded Warrant offered hereby has an initial exercise price per share equal to US$0.01. The Pre-FundedWarrants are immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The exerciseprice and number of ADSs issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizationsor similar events affecting our ADSs and the exercise price.

Exercisability.The Pre-Funded Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercisenotice accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise asdiscussed below). Purchasers of the Pre-Funded Warrants in this Offering may elect to deliver their exercise notice following the pricingof the offering and prior to the issuance of the Pre-Funded Warrants at closing to have their Pre-Funded Warrants exercised immediatelyupon issuance and receive ADSs underlying the Pre-Funded Warrants upon closing of this Offering. A holder (together with its affiliates)may not exercise any portion of the Pre-Funded Warrants to the extent that the holder would own more than 4.99% of the outstanding ordinaryshares (or, at the election of the purchaser, 9.99%). No fractional ADSs will be issued in connection with the exercise of a Pre-FundedWarrant. In lieu of fractional shares, we will round down to the next whole share.

CashlessExercise. In lieu of making the cash payment otherwise contemplated to be made to us upon exercise of a Pre-Funded Warrantin payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) thenet number of ADSs determined according to a formula set forth in the Pre-Funded Warrants.

Transferability.Subject to applicable laws, a Pre-Funded Warrant may be transferred, in whole or in part, at the option of the holder upon surrender ofthe Pre-Funded Warrants to us or our designated agent, together with the appropriate instruments of transfer.

TradingMarket. There is no established public trading market for the Pre-Funded Warrants being issued in this Offering, and we donot expect a market to develop. We do not intend to apply for listing of the Pre-Funded Warrants on any securities exchange or othernationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.

PLANOF DISTRIBUTION

Pursuant to an engagementagreement dated as of June 10, 2022, we have engaged H.C. Wainwright & Co., LLC to act as our exclusive placement agent (the “PlacementAgent”) in connection with this Offering of securities pursuant to this prospectus supplement and accompanying prospectus. Exceptwith respect to the Placement Agent Warrants, the Placement Agent is not purchasing or selling any such securities offered by us underthis prospectus supplement, nor is it required to arrange for the purchase and sale of any specific number or dollar amount of such securities,other than to use its “reasonable best efforts” to arrange for the sale of such securities by us. Therefore, we may not sellall of the securities being offered.

The Placement Agent willhave no authority to bind us by virtue of the engagement agreement. We have entered into a securities purchase agreement dated June23, 2022 (the “Securities Purchase Agreement”) directly with certain institutional investors, who have agreed topurchase our securities in this Offering. We will only sell to investors who have entered into the Securities Purchase Agreement.

Delivery of the securitiesoffered hereby is expected to be made on or about June 27, 2022, subject to satisfaction of certain customary closing conditions.

The following table shows,both on a per-share and total basis, the offering price, placement agent fees and proceeds, before expenses to us.

(1)We have agreed to pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds of this Offering. In addition, wewill pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds received from the cash exercise of any warrantsissued in the Offering and agreed to issue to the placement agent or its designees warrants to purchase ADSs equal to 6.0%of the aggregate number of ADSs and Pre-Funded Warrants sold in this Offering.

We estimate the total expensespayable by us for this Offering, excluding the placement agent fees, to be approximately US$125,950, which includes (1) a $35,000 non-accountableexpense allowance payable to the placement agent, (2) a US$75,000 reimbursement of the placement agent’s legal fees and expenses,and (3) payment of US$15,950 for the escrow and clearing expenses of the placement agent in connection with this Offering.

In addition, we have agreed to issue to the Placement Agent as compensation,warrants (the “Placement Agent Warrants”) to purchase up to 960,000 ADSs (equal to 6.0% of the aggregate number of ADSs andPre-Funded Warrants sold in this Offering). Each Placement Agent Warrant will have an exercise price of US$1.25, which represents 125%of the offering price per ADS, will become exercisable immediately upon issuance and will expire five years from the commencement of thesales pursuant to the Securities Purchase Agreement. The Placement Agent Warrants will otherwise have substantially the same terms asthe Series A Warrants issued to the investors. The Placement Agent Warrants and the ADSs issuable upon exercise of the Placement AgentWarrants are being registered hereby.

Tail Financing Payments

Wehave also agreed to pay the Placement Agent a tail fee equal to the cash and warrant compensation in this Offering, if any investorwho was contacted or introduced to us by the Placement Agent during the term of its engagement and named on a list provided by the PlacementAgent, provides us with capital in any public or private offering or other financing or capital raising transaction during the 12-monthperiod following expiration or termination of our engagement of the Placement Agent.

Lock-up Restrictions

Pursuantto the Securities Purchase Agreement, we have agreed for a period of 45 days following the closing of this Offering to not (1) issue, enterinto an agreement to issue or announce the issuance or proposed issuance of ADSs, Class A ordinary shares or ordinary shareequivalents, or (2) file any registration statement or any amendment or supplement thereto, other than this prospectus supplement orfiling a registration statement on Form S-8 in connection with any employee benefit plan.

Wehave also agreed that for a period of six months after the closing, to not effect, or enter into an agreement to effect, anyissuance by us or any of our subsidiaries of ADSs, Class A ordinary shares or ordinary share equivalents (or a combination of unitsthereof) involving a Variable Rate Transaction. “Variable Rate Transaction” as used herein, means a transaction in whichwe (1) issue or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the rightto receive additional ADSs or Class A ordinary shares either (i) at a conversion price, exercise price or exchange rate or otherprice that is based upon and/or varies with the trading prices of or quotations for the ADSs or Class A ordinary shares at any timeafter the initial issuance of such debt or equity securities, or (ii) with a conversion, exercise or exchange price that is subjectto being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified orcontingent events directly or indirectly related to our business or the market for the ADSs or Class A ordinary shares or (2) enterinto, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market” facility, whereby we may issue securities at a future determined price. Any purchaser party to the SecuritiesPurchase Agreement will be entitled to obtain injunctive relief against us to preclude any such issuance, which remedy shall be inaddition to any right to collect damages.

Theserestrictions do not apply to “Exempt Issuances,” which are issuances of (1) Class A ordinary shares, ADSs or options to ouremployees, officers, directors, consultants or advisors pursuant to any stock or option plan duly adopted for such purpose for servicesrendered to us, (2) warrants to the Placement Agent in connection with the transactions pursuant to the Securities Purchase Agreementand certain securities purchase agreement, dated as of July 12, 2021, by and among us and each purchaser identified on the signature pagesthereto, as amended by that certain amendment to securities purchase agreement, dated as of April 13, 2022, by and among us and the undersignedparties thereto and any Class A ordinary shares or ADSs upon exercise of the warrants to the Placement Agent, if applicable, and/or ClassA ordinary shares or ADSs upon the exercise or exchange of or conversion of any securities issued under the Securities Purchase Agreementand/or other securities exercisable or exchangeable for or convertible into Class A ordinary shares or ADSs issued and outstanding onthe date of the Securities Purchase Agreement, provided that such securities have not been amended since the date of the Securities PurchaseAgreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities(other than in connection with stock splits or combinations or otherwise in accordance with their existing respective terms on the dateof the Securities Purchase Agreement) or to extend the term of such securities, (3) securities issued pursuant to acquisitions or strategictransactions approved by a majority of the disinterested directors of our board of directors, provided that such securities are issuedas “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing ofany registration statement in connection therewith during the 45 day prohibition period described above, and provided that any such issuanceshall only be to a person (or to the equity holders of a person) which is, itself or through its subsidiaries, an operating company oran owner of an asset in a business synergistic with our business and shall provide to us additional benefits in addition to the investmentof funds, but shall not include a transaction in which we are issuing securities primarily for the purpose of raising capital or to anentity whose primary business is investing in securities, and (4) Class A ordinary shares that may be issuable pursuant to (i) that certainshare exchange agreement between us and Blockchain Alliance Technologies Holding Company entered into in February 2021, as amended bythat certain amendment to share exchange agreement between us and Blockchain Alliance Technologies Holding Company dated April 15, 2021and (ii) the Share Exchange Agreement between us and shareholders of Bee Computing entered into in April 2022.

Regulation M Compliance

ThePlacement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissionsreceived by it and any profit realized on the sale of our securities offered hereby by it while acting as principal might be deemed tobe underwriting discounts or commissions under the Securities Act. The Placement Agent will be required to comply with the requirementsof the Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. Theserules and regulations may limit the timing of purchases and sales of our securities by the Placement Agent. Under these rules and regulations,the Placement Agent may not (1) engage in any stabilization activity in connection with our securities; and (2) bid for or purchaseany of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act,until they have completed their participation in the distribution.

Indemnification

Wehave agreed to indemnify the Placement Agent against certain liabilities, including certain liabilities arising under the SecuritiesAct, or to contribute to payments that the placement agent may be required to make for these liabilities.

Determination ofOffering Price

Theoffering price of the securities we are offering was negotiated between us and the investors in the offering based on the trading ofour ADSs prior to the Offering, among other things.

Other Relationships

ThePlacement Agent and its respective affiliates have from to time to time in the past engaged and may in the future engage in investmentbanking and other commercial dealings in the ordinary course of business with us or our affiliates, for which they have received or mayreceive customary fees and expenses. For instance, in July 2021 the Placement Agent acted as the sole placement agent in a privateplacement of our Class A ordinary shares and warrants to purchase Class A ordinary shares.

Trading Market

OurADSs are listed on the New York Stock Exchange under the symbol “BTCM.” Each ADS represents the right to receive 10Class A ordinary shares.

LEGALMATTERS

Weare being represented by Wilson Sonsini Goodrich & Rosati with respect to certain legal matters of United States federal securitiesand New York state law. The validity of the Class A ordinary shares represented by the ADSs and legal matters as to Cayman Islandslaw will be passed upon for us by Maples and Calder (Hong Kong) LLP. Certain legal matters as to PRC law will be passed upon for us by JunZeJun LawOffices. Wilson Sonsini Goodrich & Rosati may rely upon Maples and Calder (Hong Kong) LLP with respect to matters governed byCayman Islands law and JunZeJun LawOffices with respect to matters governed by PRC law. The Placement Agent is being represented by Haynesand Boone, LLP.

EXPERTS

Thefinancial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is includedin Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement and the accompanyingprospectus by reference to the AnnualReport on Form 20-F for the year ended December 31, 2021 have been so incorporated in reliance on the report of MaloneBailey,LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Thefinancial statements of Blockchain Alliance Technologies Limited and its subsidiaries as of and for the years ended December 31,2019 and 2020 incorporated in this prospectus supplement and the accompanying prospectus by reference to our Current Report on Form 6-Kfurnished with the SEC on July 30, 2021, and the financial statements of Alliance International Technologies Limited(formerly, Blockchain Alliance Technologies Limited) as of December 31, 2020, and the results of its operations and its cash flowsfor the year ended December 31, 2020 and the period from January 1, 2021 to April 15, 2021 incorporatedin this prospectus supplement by reference to our Current Report on Form 6-K furnished with the SEC on April 25, 2022 havebeen so incorporated in reliance on the report of MaloneBailey, LLP, an independent registered public accounting firm, given on the authorityof said firm as experts in auditing and accounting. The registered business address of MaloneBailey, LLP is 10370 Richmond Avenue, Suite 600,Houston, Texas 77042.

Thefinancial statements of Loto Interactive Limited and its subsidiaries as of and for the years ended December 31, 2019 and 2020 incorporatedin this prospectus supplement and the accompanying prospectus by reference to our Current Report on Form 6-K furnished with theSEC on July 30, 2021, and the financial statements of Loto Interactive Limited and its subsidiaries as of and for the year endedDecember 31, 2021 incorporated in this prospectus supplement by reference to our Current Report on Form 6-K furnished withthe SEC on April 25, 2022 have been so incorporated in reliance on the report of Zhonghui Anda CPA Limited, an independent registeredpublic accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address ofZhonghui Anda CPA Limited is Unit 701, 7/F., Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong.

EXPENSESOF THE OFFERING

The following tablesets forth the aggregate expenses to be paid by us in connection with the Offering. All amounts shown are estimates, except for the SECregistration fee.

WHEREYOU CAN FIND MORE INFORMATION ABOUT US

Weare subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers.Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC.As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statementsto shareholders, and Section 16 short swing profit reporting for our officers and directors and for holders of more than 10% ofour Class A ordinary shares. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov orinspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You canrequest copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 orvisit the SEC website for further information on the operation of the public reference rooms. We also maintain a website at ir.btc.com,but information on our website, however, is not, and should not be deemed to be, a part of this prospectus or any prospectus supplement.You should not regard any information on our website as a part of this prospectus supplement or the accompanying prospectus.

Thisprospectus supplement is part of a registration statement we have filed with the SEC. This prospectus supplement omits some informationcontained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibitsin the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplementand the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filedwith the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete documentto evaluate these statements.

INCORPORATIONOF DOCUMENTS BY REFERENCE

TheSEC allows us to “incorporate by reference” the information we file with them. This means that we can disclose importantinformation to you by referring you to those documents. Each document incorporated by reference is current only as of the date of suchdocument, and the incorporation by reference of such documents shall not create any implication that there has been no change in ouraffairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The informationincorporated by reference is considered to be a part of this prospectus and should be read with the same care. When we update the informationcontained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated byreference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistencybetween information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on theinformation contained in the document that was filed later.

We incorporate by referencethe documents listed below:

Ourannual report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on April 7,2022 contains a description of our business and audited consolidated financial statements with a report by our independent auditor.The consolidated financial statements are prepared and presented in accordance with U.S. GAAP.

Unlessexpressly incorporated by reference, nothing in this prospectus supplement and the accompanying prospectus shall be deemed to incorporateby reference information furnished to, but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus,other than exhibits to those documents unless such exhibits are specifically incorporated by reference in this prospectus supplementand the accompanying prospectus will be provided at no cost to each person, including any beneficial owner, who receives a copy of thisprospectus supplement and the accompanying prospectus on the written or oral request of that person made to:

Units 813&815, Level8, Core F, Cyberport 3

100 Cyberport Road

Hong Kong

+852 5987-5938

Youshould rely only on the information that we incorporate by reference or provide in this prospectus supplement and the accompanying prospectus.We have not authorized anyone to provide you with different information. We will not make any offer of these securities in any jurisdictionwhere the offer is not permitted. You should not assume that the information in this prospectus supplement and the accompanying prospectusis accurate as of any date other than the date on the front of those documents.

Theinformation in this prospectus is not complete and may be changed. These securities may not be sold until the registration statementfiled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer tobuy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

Subjectto Completion, dated May 6, 2022

BIT Mining Limited

US$250,000,000

Class A Ordinary Shares

Preferred Shares
Debt Securities
Warrants

Units

and

Up to 204,840,000 Class A ordinary sharesoffered by the selling shareholders

Wemay from time to time in one or more offerings offer and sell Class A ordinary shares, including Class A ordinary shares representedby American Depositary Shares, or ADSs, preferred shares, debt securities, warrants, either individually or as units composed of oneor more of the other securities, of an aggregate offering price of up to US$250,000,000. The selling shareholders identified inthis prospectus may also offer and sell up to an aggregate of 204,840,000 Class A ordinary shares, represented by up to 20,484,000ADSs. We will not receive any proceeds from the sale of Class A ordinary shares by the selling shareholders.

BIT Mining Limited, our ultimateCayman Islands holding company, does not have substantive operations other than (1) holding certain of our digital assets in connectionwith our cryptocurrency mining business and (2) indirectly holding the equity interest in our subsidiaries in Hong Kong, BritishVirgin Islands, Canada, Malta, Cyprus, Curacao, Kazakhstan, the United States and mainland China. As of the date of this prospectus,(i) we do not have revenue-generating operations in mainland China, and our remaining operations in mainland China primarily involvethe provision of administrative support to our cryptocurrency mining business as well as the provision of internal information technologyservices to our operating entities and mining pools outside mainland China; and (ii) we do not maintain any variable interest entitystructure in mainland China, Hong Kong or Macau. We have developed Ethereum mining operation in Hong Kong, but have no plan to furtherexpand such Hong Kong-based operation. This is because we are focusing on growing our cryptocurrency mining operations in the UnitedStates. In 2021, our operations in Hong Kong generated approximately 1.4% of our total revenue for such year. As used in this prospectus, “we,” “us,” “our company,” “the Company” or “our” refers to BIT Mining Limited,a Cayman Islands exempted company and its subsidiaries. Investors in our ADSs are purchasing equity interest in a Cayman Islands holdingcompany.

The ADSs are listed on TheNew York Stock Exchange under the symbol “BTCM.” The last reported sale price of the ADSs on May 5, 2022 was US$1.54 perADS.

We face various legal andoperational risks and regulatory uncertainties associated with having certain non revenue-generating subsidiaries, certain administrativepersonnel, and certain members of the board of directors located in mainland China. The PRC government has significant authority to exertinfluence on the ability of a company located in China to conduct its business, accept foreign investments or list on U.S. or other foreignexchanges. We cannot assure you that such influence will not be extended to companies operating in Hong Kong, such as our Hong Kong subsidiaries.We may have to scale down or cease our remaining operations in mainland China and our Ethereum mining operation in Hong Kong, ifthe PRC government extends its influence and/or control in Hong Kong to restrict or otherwise regulate our remaining operations in mainlandChina and our Ethereum mining operation in Hong Kong. For example, we face risks and uncertainties associated with regulatoryapprovals of offshore offerings and oversight on cybersecurity and data privacy, as well as the PCAOB audit inspection requirements.Such risks and uncertainties could result in a material change in our operations and/or the value of the ADSs or could significantlylimit or completely hinder our ability to offer ADSs and/or other securities to investors and cause the value of such securities to significantlydecline or be worthless. The PRC government also has significant discretion over our business operations in China, and may intervenewith or influence China-based our operations as it deems appropriate to further regulatory, political and societal goals. Furthermore,the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and foreigninvestments in China-based companies. These regulatory risks and uncertainties could become applicable to our Hong Kong operations ifregulatory authorities in Hong Kong adopt similar rules and/or regulatory actions. Any adverse action, once taken by the PRC and/or HongKong government, could significantly limit or completely hinder our ability to offer securities to investors and cause the value of suchsecurities to significantly decline or in extreme cases, become worthless. For a detailed description of risks related to doing businessin China, see “Risk Factors—Risks Related to Doing Business in China.”

Our U.S.-based auditor, MaloneBailey,LLP, is not among the PCAOB-registered public accountingfirms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of having beenunable to inspect or investigate completely. However, we could still face the risk of delisting and cease of trading of our securitiesfrom a stock exchange or an over-the-counter market in the United States under the Holding Foreign Companies Accountable Act and thesecurities regulations promulgated thereunder if the PCAOB determines in the future that it is unable to completely inspect or investigateour auditor which has a presence in China. See “Risk Factors—Risks Related toDoing Business in China—Our ADSs could still be delisted from a U.S. exchange and prohibited from being traded over-the-counterin the United States under the HFCA Act if the PCAOB determines in the future that it is unable to fully inspect or investigate our auditorwhich has a presence in China, and the delisting and cease of trading our ADSs, or the threat of their being delisted or prohibited frombeing traded, may materially and adversely affect the value of your investment.”

Neitherwe nor any of our subsidiaries has obtained the approval or clearance from either the China Securities Regulatory Commission (the “CSRC”)or the Cyberspace Administration of China (the “CAC”) for any offering we or the selling shareholders may make under thisprospectus and any applicable prospectus supplement, and we do not intend to obtain the approval or clearance from either the CSRC orthe CAC in connection with any such offering, since we do not believe, based upon advice of our PRC counsel, JunZeJun Law Offices, thatsuch approval or clearance is required under these circumstances or for the time being. We cannot assure you, however, that regulatorsin China will not take a contrary view or will not subsequently require us to undergo the approval or clearance procedures and subjectus to penalties for non-compliance. We don’t believe that such approval or clearance is required under these circumstancesor for the time being for our Hong Kong subsidiaries. If the PRC government takes the view thatthese approvals shall be obtained, or clearance procedures shall be completed, by companieswith operations in Hong Kong, we face uncertainties as to whether such approval can be timely obtained, or procedure can be timely completed,or at all. See “Risk Factors —Risks Related to the Offering of Securities —Theapproval of or clearance by the CSRC, the CAC and other compliance procedures may be required in connection with any offering we or theselling shareholders may make under this prospectus and any applicable prospectus supplement, and, if required, we cannot predict whetherwe will be able to obtain such approval or clearance.”

Wecurrently intend to reinvest all available funds and any future earnings to fund our business growth and expansion outside of China and,therefore, we currently have no plan to pay any cash dividends on our ordinary shares, including those represented by the ADSs, in theforeseeable future. As of the date of this prospectus, our Cayman Islands holding company has not declared or paid dividends, nor didany subsidiary declare or make any dividends or distributions to the Cayman Islands holding company. A substantial majority of our fundsand assets are currently held by subsidiaries located outside of mainland China. If needed, cash can be transferred between our holdingcompany and subsidiaries through intercompany fund advances and capital contributions, as applicable. We are not aware of any regulatoryrestriction of transferring funds between our Cayman Islands holding company and subsidiaries in Hong Kong, British Virgin Islands, Canada,Malta, Cyprus, Curacao, Kazakhstan and the United States. Our subsidiaries in mainland China are subject to paid-up capital requirements,and we must consider their financial conditions in any distribution of the earnings to their respective holding companies. The PRC governmentalso imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency outof mainland China. We do not expect that such restrictions would affect our ability to transfer cash between entities within our groupor pay dividends to our investors in the United States, as we have migrated most of our business outside of China, and a substantialmajority of our operations and assets are located outside of mainland China. Therefore, we do not believe there are significant restrictionson foreign exchange or our ability to transfer cash between entities within our group, across borders, or to U.S. investors. See “OurCompany—Restrictions on our ability to transfer cash between subsidiaries, across borders and to U.S. Investors.”

Ourordinary shares consist of Class A ordinary shares, Class A preference shares, and Class B ordinary shares. Each Class Aordinary share is entitled to one vote, each Class A preference share is entitled to 10,000 votes, and each Class B ordinaryshare is entitled to 10 votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by theholder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Uponany transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, each of suchClass B ordinary shares shall be automatically and immediately converted into one Class A ordinary share. All 65,000Class A preference shares are held by Good Luck Information Technology Co., Limited, or GoodLuck Information, an entity controlled by Mr. Man San Vincent Law, our founder and executive director. The Class A preferenceshares are not entitled to receive dividends and cannot be converted into Class A ordinary shares, Class B ordinary shares,or ADSs. Upon any transfer of Class A preference shares by Good Luck Information to any person or entity which is not its affiliate,or when Good Luck ceases to be controlled by any person holding executive office in or being a member of our board of director, the Class Apreference shares shall cease to have any voting right. If Mr. Man San Vincent Law ceases to serve as our director, we shall beentitled to redeem all of the Class A preference shares at US$1.0 per share. See “Description of Share Capital.”

Eachtime we or any selling shareholder sells these securities, we or such selling shareholder will provide a supplement to this prospectusthat contains specific information about the offering and the terms of the securities offered.The supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus andany prospectus supplement before you invest in any of these securities.

Weor the selling shareholders may offer and sell the securities from time to time at fixed prices, at market prices or at negotiated prices,to or through underwriters, to other purchasers, through agents, or through a combination of these methods, on a continuous or delayedbasis. See “Plan of Distribution.” If any underwriters, dealers or agents are involved in the sale of any of the securities,their names, and any applicable purchase price, fee, commission or discount arrangements between or among them, will be set forth, orwill be calculable from the information set forth, in the applicable prospectus supplement.

Investingin these securities involves risks. See “Risk Factors” contained in this prospectus, the applicable prospectussupplement and the documents we incorporate by reference in this prospectus to read about factors you should consider before investingin these securities.

Thisprospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the accuracy or adequacy of the disclosures in this prospectus, including any prospectus supplement and documents incorporated byreference. Any representation to the contrary is a criminal offense.

The date of this prospectus is                  , 2022

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

Youshould read this prospectus and any prospectus supplement together with the additional information described under the heading “WhereYou Can Find More Information About Us” and “Incorporation of Documents by Reference.”

Inthis prospectus, unless otherwise indicated or unless the context otherwise requires,

Thisprospectus is part of a registration statement on Form F-3 that we have filed with the U.S. Securities and Exchange Commission,or the SEC, using a shelf registration process permitted under the Securities Act. By using a shelf registration statement, we or theselling shareholders identified in this prospectus may sell any of the securities to theextent permitted in this prospectus and the applicable prospectus supplement, from time to time in one or more offerings on a continuousor delayed basis. This prospectus only provides you with a summary description of these securities. Each time we or any selling shareholdersells the securities, we or such selling shareholder will provide a supplement to this prospectus that contains specific informationabout the securities being offered and the specific terms of that offering. The supplement may also add, update or change informationcontained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement,you should rely on the prospectus supplement.

Youshould rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement. Neitherwe nor any selling shareholder identified in this prospectus has authorized any other person to provide you with different information.If anyone provides you with different or inconsistent information, you should not rely on it. We or the selling shareholders will notmake an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should assume that the informationappearing in this prospectus and the applicable supplement to this prospectus is accurate as of the date on its respective cover, andthat any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicateotherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

INCORPORATION OF DOCUMENTSBY REFERENCE

TheSEC allows us to “incorporate by reference” the information we file with them. This means that we can disclose importantinformation to you by referring you to those documents. Each document incorporated by reference is current only as of the date of suchdocument, and the incorporation by reference of such documents shall not create any implication that there has been no change in ouraffairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The informationincorporated by reference is considered to be a part of this prospectus and should be read with the same care. When we update the informationcontained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated byreference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistencybetween information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on theinformation contained in the document that was filed later.

We incorporate by referencethe documents listed below:

Ourannual report for the fiscal year ended December 31, 2021 filed with the SEC on April 7, 2022 contains a description of ourbusiness and audited consolidated financial statements with a report by our independent auditor. The consolidated financial statementsare prepared and presented in accordance with U.S. GAAP.

Unlessexpressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to,but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documentsunless such exhibits are specifically incorporated by reference in this prospectus, will be provided at no cost to each person, includingany beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:

Units 813&815, Level 8, Core F, Cyberport3

100 Cyberport Road

Hong Kong

+852 5987-5938

Youshould rely only on the information that we incorporate by reference or provide in this prospectus. Neither we nor any selling shareholderhas authorized anyone to provide you with different information. Neither we nor any selling shareholder will make any offer of thesesecurities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or anyprospectus supplement is accurate as of any date other than the date on the front of those documents.

SPECIAL NOTE REGARDINGFORWARD-LOOKING STATEMENTS

Thisprospectus and any prospectus supplement, and the information incorporated by reference hereinmay contain forward-looking statements that involve risks and uncertainties. All statements other than statements of historical factsare forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S.Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors thatmay cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-lookingstatements. Sections of this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein byreference, particularly the sections entitled “Risk Factors,” “Business” and “Management’s Discussionand Analysis of Financial Condition and Results of Operations,” among others, discuss factors which could adversely impact ourbusiness and financial performance.

Youcan identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectationsand projections about future events and financial trends that we believe may affect our financial condition, results of operations, businessstrategy and financial needs. These forward-looking statements include statements about:

Theforward-looking statements made in this prospectus or any prospectus supplement, or the information incorporated by reference hereinrelate only to events or information as of the date on which the statements are made in such document. Except as required by U.S. federalsecurities law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Youshould read this prospectus and any prospectus supplement, and the information incorporated by reference herein, along with any exhibitsthereto, completely and with the understanding that our actual future results may be materially different from what we expect. Othersections of this prospectus, prospectus supplement and the documents incorporated by reference herein include additional factors whichcould adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emergefrom time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factorson our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from thosecontained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

Thisprospectus and any prospectus supplement, and the information incorporated by reference herein may also contain estimates, projectionsand statistical data that we obtained from industry publications and reports generated by government or third-party providers of marketintelligence. Although we have not independently verified the data, we believe that the publications and reports are reliable. However,the statistical data and estimates in these publications and reports are based on a number of assumptions and if any one or more of theassumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on theseassumptions. In addition, due to the rapidly evolving nature of the global cryptocurrency and blockchain industry, projections or estimatesabout our business and financial prospects involve significant risks and uncertainties. You should not place undue reliance on theseforward-looking statements.

OUR COMPANY

Weintend to become a leading cryptocurrency mining enterprise.  We began our transformation from a China-based lottery company intoan international cryptocurrency mining company since December 2020 through the acquisition of (1) certain cryptocurrency miningmachines, (2) a controlling stake in Loto Interactive Limited (HKEX: 08198) (“Loto Interactive”), and (3) the entiremining pool business of Bitdeer Technologies Holding Company operated under BTC.com, including the domain name BTC.com and the cryptocurrencywallet of BTC.com. As used in this prospectus, “we,” “us,” “ourcompany,” “the Company” or “our” refers to BIT Mining Limited, a Cayman Islands exempted company and itssubsidiaries. Investors in the ADSs are purchasing equity interest in a Cayman Islands holding company.

We voluntarily suspendedour online sports lottery sales services in April 2015. We have previously conducted our lottery-related business in China througha series of contractual arrangements, also commonly known as the variable interest entity, or VIE structure, with several PRC-incorporatedcompanies (i.e., Shenzhen Youlanguang Science and Technology Co., Ltd., Shenzhen E-Sun NetworkCo., Ltd., and Shenzhen Guangtiandi Science and Technology Co., Ltd.) (collectively, the “lottery-related affiliatedentities”), and their respective registered shareholders. Between March 31 and July 23, 2021, we also consolidated thefinancial results of a PRC-incorporated company (i.e., Zhejiang Keying Huancai Information Technology Co., Ltd.) (“ZhejiangKeying”), which is primarily engaged in the provision of data analysis and storage services in connection with our now terminatedcryptocurrency mining operations in mainland China, through a similar VIE structure with Loto InteractiveInformation Technology (Shenzhen) Co., Ltd. (“Loto Shenzhen”).

On July 23, 2021, weterminated the contractual arrangements with the lottery-related affiliated entities and ZhejiangKeying. The lottery-related affiliated entities have been deconsolidated and their financial results have no longer been includedin our consolidated financial statements for the third quarter of 2021 since the termination of the related VIE structures. In February2022, the then subsidiaries of Zhejiang Keying deregistered their respective IDC licenses, andZhejiang Keying completed the transfer of equity interests of its then subsidiaries to Loto Shenzhen. In the same month, we completedthe formal SAIC registration of the disposal of the subsidiaries under the former VIE structure. Accordingly, as of the date of thisprospectus, we do not maintain any VIE structure in mainland China, Hong Kong or Macau.

OurBusiness

Weare primarily engaged in cryptocurrency mining for our own account, data center operation to host cryptocurrency mining activities, andcryptocurrency mining pool services. We have adopted the development strategy to focus on the expansion of our blockchain and cryptocurrencymining operations in international markets outside China. As of the date of this prospectus,we no longer have any revenue-generating operation in mainland China. We have developedEthereum mining operation in Hong Kong, but have no plan to further expand such Hong Kong-based operation. This is because we are focusingon growing our cryptocurrency mining operations in the United States. In 2021, our operations in Hong Kong generated approximately1.4% of our total revenue for such year. 

CryptocurrencyMining Business

We currently operate cryptocurrency mining machines for the sole purpose of mining cryptocurrencies (primarily Bitcoin and Ethereum), which we may sell for fiat currency for our own account from time to time depending on market condition and management's determination of our cash flow needs. As of the date of this prospectus, we have completed the migration of all of our Bitcoin mining machines primarily to the United States and, to a lesser extent, Kazakhstan. As of the date of this prospectus, (1) the theoretical maximum total hash rate capacity of our Ethereum mining machines, all of which are located outside of the PRC, is 4,800.0 GH/s, and Ethereum mining machines with capacity of 4,696.8 GH/s have been deployed; and (2) the theoretical maximum total hash rate capacity of our Bitcoin mining machines, all of which are located outside of the PRC, is approximately 825.5 PH/s, and Bitcoin mining machines with capacity of 399.4 PH/s have been deployed. None of our Ethereum mining machines is located in Kazakhstan. In order to increase the cost efficiency of our mining business, we disposed of certain old model mining machines with a total hash rate capacity of 610.7 PH/s.

Wecurrently have Bitcoin mining machines with a theoretical maximum total hash rate capacity of 532.8 PH/s in the United States, of which298.7 PH/s have been operating in data centers and the remainder have been tuned and are ready for deployment. In Kazakhstan, we haveBitcoin mining machines with a theoretical maximum total hash rate capacity of 292.7 PH/s, of which 100.7 PH/s have been operating andthe remainder have been tuned and are ready for deployment.

Data Center Services

Weoperate data centers which provide rack space, utility, and cloud services such as virtual services, virtual storage and data backupservices to third-party cryptocurrency mining companies. Our data centers also host a number of our own cryptocurrency mining machines.We typically charge our customers a monthly service fee, which factors into, among others, the number of machines hosted in our facilities,utility costs and other associated expenses in connection with the operations of our data centers. The service fees for our data centerservices are settled in fiat currency.

Weused to conduct our data center business in mainland China through Loto Interactive and its subsidiaries. After terminating the operationsof two data centers in Sichuan province, China, we have migrated our data center operation overseas and are currently in the processof investing in or constructing cryptocurrency mining data centers in overseas jurisdictions outside of mainland China. InSeptember 2021, we entered into a Membership Interest Purchase Agreement and certain other auxiliary agreements (the “Ohio MiningSite Agreements”) with Viking Data Centers, LLC (“Viking Data Centers”) to jointly invest in the development of a cryptocurrencymining data center in Ohio (the “Ohio Mining Site”) with power capacity of up to 85 megawatts. In October 2021, we increasedour investment in the Ohio Mining Site and brought its total planned power capacity up to 150 megawatts. We currently expect to completethe Ohio Mining Site in March 2022. As of the date of this prospectus, we have completed the substation of power capacity of 50 megawatts,all of which have begun to operate in the Ohio Mining Site. We have also been growing ouroperations in Hong Kong. Our data center in Hong Kong with a maximum processing capacity of approximately 1.4 megawatts, has commencedoperations since October 2021. We expect our international operations to contribute most of our revenues going forward. For the risksand uncertainties relating to our international operation development and expansion, and the regulatory and policy environment affectingour blockchain and cryptocurrency mining business and our remaining operations in mainland China, see “Risk Factors — RisksRelated to Our Business and Industry — It may be or become illegal to acquire, own, hold, sell or use cryptocurrencies, participatein the blockchain, or transfer or utilize similar cryptocurrency assets in mainland China or international markets where we operate dueto adverse changes in the regulatory and policy environment in these jurisdictions.”

Mining Pool Services

Weoperate our cryptocurrency mining pool business through BTC.com, a leading multi-currency comprehensive service mining pool that supportsmining activities for primarily Bitcoin and Ethereum, among other cryptocurrencies on a proof-of-work (POW) computing basis. Weenable effective collaboration among the providers of computing power, or pool participants, to mine cryptocurrencies in the blockchainnetwork, by coordinating the computing power of pool participants and identifying new block rewards.We collect all mining rewards which are stored in a secured digital walletmaintained by an established third-party digital asset financial services platform, andthen assign mining rewards, net of pool operator fees that represent a small percentageof mining rewards, to pool participants in proportion to the hash rate contributed by each of them to a given successful mining transaction.The mining rewards include block rewards and transaction verification fees related to the transactions included in the block,depending on the sharing mechanism designated for the type of cryptocurrency mined in such transaction. All mining rewards are settledon a daily basis through distributions to the pool participants’ respective digital wallets, in the respective cryptocurrenciesmined in each transaction under the mining pool policies. If the pool participants are unable to meet the minimum reward thresholds,trigger security alerts, fail to provide us with the necessary public key to their wallets, or otherwise breach our mining pool policies,their mining rewards will be withheld until such issues are resolved.

Eachpool participants must create a user account with us, which contains information such as sub-accounts, types of cryptocurrency intendedto mine, server information of such pool participant’s mining machines, and addresses of its own digital wallet(s). The sub-accountis unique to each pool participant, and we determine the ownership of mining machines in our mining pool based on the sub-account associatedwith the specific machine. After mining machines are connected to and included in our mining pool, pool participants can view the real-timehash rate allocation and income generated from their mining machines.

We do not provide custodyservices in connection with our mining pool services, nor do we maintain a custody arrangement with our customers. Before allocatingmining rewards to pool participants based on their respective contribution of computingpower, digital assets mined by pool participants, together with cryptocurrencies mined by ourselves, are stored in a secured digitalwallet maintained by an established third-party digital asset financial services platform, which utilizes enterprise multi-signaturestorage solution to safeguard and monitor the transfer of digital assets. Such enterprise multi-signature storage solution requires multiplekeys maintained by separate accounts and different authorized individuals to approve each transaction. We have also subscribed for custodyservices supported by hardware and software infrastructure, as well as security controls over key generation, storage, management andtransaction signature on such third-party digital asset financial services platform.

SinceOctober 2021, due to regulatory changes in the PRC, we have ceased registering new mining pool customers and retired accounts of existingmining pool customers from mainland China. For the year ended December 31, 2021, our mining pool business generated a significant majorityof our total revenue. See “—Recent Business Development.”

Our Digital Assets

Wehold for our own account digital assets mined through our cryptocurrency mining operation, which consist primarily of Bitcoin and Ethereum.We also acquire other types of cryptocurrencies, such as Dogecoin, as commissions from our mining pool operation. As of the date of thisprospectus, we hold Bitcoin, Ethereum (excluding Ethereum used for loan pledge) and Dogecoin, which are the only digital assets individuallyaccounts for more than 1.0% of our total assets as of December 31, 2021. These three specific digital assets in the aggregate accountfor approximately 11.6% of our total assets as of December 31, 2021. As of the date of this prospectus, the other digital assets thatwe hold collectively represent less than 2.0% of our total assets as of December 31, 2021, with no single digital asset (excluding Bitcoin,Ethereum and Dogecoin) individually representing more than 1.0% of our total assets as of December 31, 2021. As of the date of this prospectus,we hold 374 Bitcoins, 4,616 Ethereum (excluding Ethereum used for loan pledge) and 53.2 million Dogecoin.

Ourdigital assets are held through BIT Mining Limited, our ultimate Cayman Islands holding company.As of the date of this prospectus, our digital assets have an aggregate carrying value of approximately US$38.2 million, calculated basedon the quoted price of the respective cryptocurrencies on the date of receipt, with impairment provided. As we settle mining rewardswith pool participants on a daily basis, the value of the to-be-distributed mining rewards is recorded as accounts payable for accountingpurposes. As of the date of this prospectus, we record US$37.6 million in accounts payable in connection with our mining pool business.

Our cryptocurrency businessfocuses on mining cryptocurrencies for our own account, operating data centers to host our and customers’ mining machines, andproviding mining pool services to customers. We do not facilitate the trading of, or investing in, cryptocurrencies, although we maysell digital assets mined by us for fiat currency for our own account from time to time. Weintend to mine cryptocurrencies that are generally not deemed as “securities.” The SEC and its staff have taken the positionthat certain digital assets fall within the definition of a “security” under the U.S. federal securities laws. Public statementsby senior officials at the SEC indicate that the SEC does not intend to take the position that Bitcoin or Ethereum, in their currentform, are securities. However, such statements are not official policy statements by the SEC and reflect only the speakers’ views,which are not binding on the SEC or any other agency or court, and cannot be generalized to any other digital asset, such as Dogecoin.In accordance with a framework for analyzing whether a given digital assets is a security, published by the SEC’s Strategic Hubfor Innovation and Financial Technology in April 2019, we would need to determine whether each of the digital assets acquired and heldby us is an “investment contract,” as well as other instruments such as stocks, bonds, and transferable shares.

We intend to consult counselprior to attempting to mine any cryptocurrency other than those that are generally not considered as “securities,” such asBitcoin and Ethereum, in order to avoid inadvertently dealing in a cryptocurrency which may be deemed a security. We anticipate that,should we consider mining a cryptocurrency other than those that are generally not considered as “securities,” we will seekthe advice of securities counsel, and the process will include research, review and analysis of the current federal securities laws andregulations regarding digital assets, including judicial interpretations and administrative guidance. However, the processes employedfor determining whether particular digital assets are securities within the meaning of U.S. federal securities laws are risk-based assessmentsand are not a legal standard or binding on the SEC or other regulators. See “Risk Factors— Risks Related to Our Businessand Industry—A particular digital asset’s status as a “security” in anyrelevant jurisdiction is subject to a high degree of uncertainty, and if we are unable to properly characterize a digital asset, we maybe subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, results of operationsand/or financial condition.” We recognize that whether a digital asset is a security is a complex and evolving legal issue.For that reason, we have no plan in the foreseeable future to mine anything other than cryptocurrencies that are generally not consideredas “securities.” However, if our compliance procedures and legal reviews prove to be incorrect, we may be subject to prohibitiveSEC penalties and/or private lawsuit defense costs and adverse rulings.

HoldingCompany Structure

BITMining Limited, our ultimate Cayman Islands holding company, does not have substantive operations other than (1) holding certainof our digital assets in connection with our cryptocurrency mining business and (2) indirectly holding the equity interest in oursubsidiaries in Hong Kong, British Virgin Islands, Canada, Malta, Cyprus, Curacao, Kazakhstan, the United States and mainland China.As of the date of this prospectus, we do not have revenue-generating operations in mainlandChina, and our remaining operations in mainland China primarily involve the provision of administrative support to our cryptocurrencymining business and internal information technology services to our operating entities and miningpools outside mainland China. We have developed Ethereum mining operation in Hong Kong,but have no plan to further expand such Hong Kong-based operation. In 2021, our operations in Hong Kong generated approximately1.4% of our total revenue for such year. This is because we are focusing on growing our cryptocurrencymining operations in the United States.

Ourability to pay dividends depends upon dividends paid by our subsidiaries. If our existing subsidiaries or any newly formed subsidiariesincur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.As of the date of this prospectus, a substantial majority of our operations are carried out by our subsidiaries located outside of mainlandChina, and a substantial majority portion of our assets, including our digital assets, are held by subsidiaries located outside of mainlandChina. The following chart sets forth our corporate structure as of the date of this prospectus.

Cashand Assets Transfers among us, our subsidiaries and the former VIEs

Cashcan be transferred between our holding company in Cayman Islands and our subsidiaries in China, including those in Hong Kong, and othercountries and regions through intercompany fund advances and capital contributions. We maintainour bank accounts and balances mainly in licensed banks in Hong Kong. There are currentlyno regulatory restrictions of transferring funds between our Cayman Islands holding company and subsidiaries in Hong Kong.

Asof the date of this prospectus, BIT Mining Limited has not distributed any earnings to its subsidiaries or the former VIEs. BIT MiningLimited currently does not have any plan to distribute earnings to our subsidiaries in the foreseeable future.

In 2019, 2020 and 2021, BITMining Limited transferred cash to our subsidiaries of RMB9.4 million, nil and RMB426.1 million , respectively, through intercompanyfund advances and capital contributions. BIT Mining Limited transferred cash to the former VIEs of RMB56.8 million, RMB27.9 million andRMB8.8 million, respectively, through intercompany fund advances and long-term loan, which was interest free and without recourse. Ourwholly-owned subsidiaries in mainland China transferred cash to the former VIEs of RMB102.7 million, RMB10,000 and RMB2.8 million, respectively,through short-term loan, which was interest free and without recourse. Furthermore, in 2021 and up to the date of this prospectus, oursubsidiaries in mainland China transferred certain cryptocurrency mining equipment and assets to our Hong Kong and overseas subsidiaries,which was a part of our business strategy to migrate our cryptocurrency mining business outside of mainland China.

In 2019, 2020 and 2021, theformer VIEs transferred cash to our wholly-owned subsidiaries of RMB2.8 million, RMB8.3 million and RMB186.9 million, respectively, pursuantto the former contractual arrangements. In 2019, 2020 and 2021, our wholly-owned subsidiaries in mainland China did not transfer cashto our overseas subsidiaries or our Cayman Islands holding company.

Theaforementioned cash and assets transfers among Bit Mining Limited, its subsidiaries and the former VIEs were for business operation purposes.As of the date of this prospectus, a substantial majority of our assets and cash are located outside of mainland China. We are not awareof any regulatory restrictions of transferring funds between our Cayman Islands holding company and subsidiaries in Hong Kong, BritishVirgin Islands, Canada, Malta, Cyprus, Curacao, Kazakhstan and the United States. We are subject to applicable PRC regulation of loansto or investment in subsidiaries in mainland China. For details, see “— Restrictions on Our Ability to Transfer Cash Outof China and to U.S. Investors,” and “Risk Factors—Risks Related to Doing Business in China—PRC regulation ofloans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delayor prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries.”

Dividend Distribution to U.S. Investorsand Tax Consequences

Asof the date of this prospectus, our subsidiaries and the former VIEs have not made any dividends or distributions to our Cayman holdingcompany, nor has our Cayman holding company made any dividends or distributions to its shareholders.

Weexpect that revenue generated from our international operations will support our operations and our ability to make dividend distributionto our investors. We are not aware of any material regulatory restrictions limiting our non-PRC subsidiaries to make dividends to us.

Subjectto the passive foreign investment company rules, the gross amount of any distribution that we make to investor with respect to the ADSsor ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as a dividend, to the extent paidout of our current or accumulated earnings and profits, as determined under United States federal income tax principles. If we are considereda PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced incomeand as a result may be subject to PRC withholding tax. See “Taxation — People’s Republic of China Taxation”and “Taxation —United States Federal Income Taxation —Dividends.”

Restrictions on Our Ability to TransferCash Out of China and to U.S. Investors

ThePRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currencyout of China. To the extent that our income is received in Renminbi, shortages in foreign currencies may restrict our ability to paydividends or other payments, or otherwise satisfy our foreign currency denominated obligations, if any. Under existing PRC foreign exchangeregulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions,can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”), as longas certain procedural requirements are met. Approval from appropriate government authorities is required if Renminbi is converted intoforeign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions. Oursubsidiaries in mainland China have completed the registration with the local branch of SAFE. Any loan or capital injection to our subsidiariesin mainland China are made and used on an ad-hoc basis.

Tothe extent that we need to rely on our PRC subsidiaries to pay dividends or service anydebt, we will be subject to applicable PRC laws that may restrict our PRC subsidiaries topay dividends to us. Pursuant to applicable PRC laws, our subsidiaries in mainland China are permitted to pay dividends to usonly out of their retained earnings, if any, as determined in accordance with the Accounting Standards for Business Enterprise as promulgatedby the Ministry of Finance of the PRC, or the PRC GAAP. The aggregate retained earnings for our PRC subsidiaries as determined underthe Accounting Standards for Business Enterprise were RMB95.4 million, RMB71.1 million and RMB8.6 million as of December 31, 2019, 2020and 2021, respectively. Pursuant to the laws and regulations applicable to China’s foreign investment enterprises, our subsidiariesthat are foreign investment enterprises in the PRC have to make appropriation from their after-tax profit, as determined under PRC GAAP,to reserve funds including (1) general reserve fund, (2) enterprise expansion fund and (3) staff bonus and welfare fund. Theappropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP.Appropriation is not required if the reserve fund has reached 50% of the registered capital of our subsidiaries. As of the date of thisprospectus, our PRC subsidiaries are not required to keep general reserve fund due to operational loss. Appropriation to the other tworeserve funds are at our subsidiaries’ discretion. Our PRC subsidiaries did not make any contributions to the enterprise expansionfund or the staff and bonus welfare fund during 2019, 2020 and 2021. As a result of the restriction on our PRC subsidiaries’ abilityto transfer fund out of the PRC, we will monitor the amount of dividend that can be paid to us by our PRC to ensure that we and the PRCsubsidiaries comply with relevant PRC laws and regulations.

Wedo not expect the regulatory restrictions imposed by the PRC government on access to foreign currencies or on the ability of our subsidiariesin mainland China to pay dividends to us will affect our ability to transfer cash among entities within our group or pay dividends toinvestors in the future, as we generate substantially all of our revenue from operations located outside of mainland China and Hong Kong.However, we cannot assure you that there will not be regulatory changes that may prevent us fromtransferring the cash we maintain in Hong Kong outside of PRC, or restrict our ability to deploy our cash into our business or to paydividends in the future. 

Exceptas disclosed in this prospectus, we are not aware of other material restrictions and limitations on our ability to distribute earningsfrom our businesses, including our subsidiaries, to the parent company and U.S. investors or our ability to settle amounts owed, or onforeign exchange or our ability to transfer cash between entities within our group, across borders, or to U.S. investors.

Permissions Requiredfrom the PRC Authorities for Our Operations and Offering Securities to Foreign Investors

Asof the date of this prospectus, our subsidiaries in mainland China are Beijing Guixinyanghang Technology Limited and E-Sun Sky Computer(Shenzhen) Co., Ltd., which primarily provide administrative support to our cryptocurrency miningbusiness and internal information technology services to our operating entities and miningpools outside mainland China. Our remaining operations in mainland China are governed by PRC laws and regulations. As of the dateof this prospectus, our subsidiaries in mainland China and Hong Kong have obtained the requisite licenses and permits from the PRC governmentauthorities that are material for their operations, which are their respective business permits required to conduct business within theiroperation scope. However, given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcementpractice by government authorities, we cannot assure you that we have obtained all the permits or licenses that may be required for conductingour remaining business in mainland China or Hong Kong. If our subsidiaries in mainland China and Hong Kong are unable to obtain or maintainbusiness permits necessary for their operations, we may have to adjust or suspend our remaining operations in mainland China and ourEthereum mining operation in Hong Kong, which may adversely affect our operations outside of China. See “Risk Factors — RisksRelated to Our Business and Industry—Any failure to obtain or renew any required approvals, licenses, permits or certificationscould materially and adversely affect our business and results of operations.”

OnJuly 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordancewith the Law. On December 24, 2021, the State Council issued a draft of the Provisions of the State Council on the Administration ofOverseas Securities Offering and Listing by Domestic Companies, and the CSRC issued a draft of Administration Measures for the Filingof Overseas Securities Offering and Listing by Domestic Companies for public comments. These draft measures propose to establish a newfiling-based regime to regulate overseas offerings and listings by domestic companies. Specifically, an overseas offering and listingby a PRC company, whether directly or indirectly, an initial or follow-on offering, must be filed with the CSRC.

OnJanuary 4, 2022, the Cyberspace Administration of China (the “CAC”) announced the adoption of the Cybersecurity Review Measures,which stipulate that effective February 15, 2022, online platforms and network providers possessing personal information of more thanone million individual users must undergo a cybersecurity review by the CAC when they seek listing in foreign markets. Our remainingoperations in mainland China do not involve the processing of any significant amount of personal information.

Asthese opinions were recently issued, official guidance and interpretation of the opinions remain unclear in several respects at thistime. We have not obtained the approval or clearance from either the China Securities Regulatory Commission (the “CSRC”)or the CAC for any offering we or the selling shareholders may make under this prospectus and any applicable prospectus supplement, andas advised by our PRC counsel, JunZeJun Law Offices, we do not believe that such approval or clearance is necessary under these circumstancesor for the time being. We cannot assure you, however, that regulators in China will not take a contrary view or will not subsequentlyrequire us to undergo the approval or clearance procedures and subject us to penalties for non-compliance. We don’t believethat such approval or clearance is required under these circumstances or for the time being forour Hong Kong subsidiaries. If the PRC government takes the view that these approvals shall be obtained, or clearance proceduresshall be completed, by companies with operations in Hong Kong, we face uncertainties as to whethersuch approval can be timely obtained, or procedure can be timely completed, or at all. See “Risk Factors—Risks Relatedto Doing Business in China—The approval of or clearance by the CSRC, the CAC and other compliance procedures may be required inconnection with any offering we or the selling shareholders may make under this prospectus and any applicable prospectus supplement,and, if required, we cannot predict whether we will be able to obtain such approval or clearance.”

RecentBusiness Development

Weentered into a share subscription agreement in January 2021, pursuant to which we conditionally agreed to subscribe for 169,354,839shares of Loto Interactive, at a price of HK$0.62 per share for a total consideration of approximately HK$105 million (approximatelyUS$13.5 million) in cash. On March 31, 2021, we completed the subscription of 54.2% of Loto Interactive’s shares, and LotoInteractive became our subsidiary. Concurrently with the completion of the share subscription of Loto Interactive, Loto Interactive completedits acquisition of the remaining equity interests in its indirectly held subsidiary, Ganzi Changhe Hydropower Consumption Service Co.Ltd (“Ganzi Changhe”), for a total consideration of approximately RMB88.2 million (approximately US$13.6 million) in cash.

InFebruary 2021, we entered into a share exchange agreement (the “Share Exchange Agreement”), with Blockchain AllianceTechnologies Holding Company (“Blockchain Alliance”), pursuant to which we agreed to issue an aggregate of 44,353,435 Class Aordinary shares of our company to Blockchain Alliance at the first closing. On April 15, 2021, we completed the first closing ofits previously announced transactions contemplated by the Share Exchange Agreement, as amended, with Blockchain Alliance. In accordancewith the Share Exchange Agreement, the entire mining pool business of Bitdeer Technologies Holding Company operated under BTC.com, includingthe domain name BTC.com and the cryptocurrency wallet of BTC.com, were transferred to us.

OnJune 18, 2021, we completed a cash offer to acquire all the shares in issuance of Loto Interactive other than those already ownedor agreed to be acquired by us, and a cash offer for the cancellation of all options of Loto Interactive. Upon the closing of such cashoffers, we acquired a total of 30,642,534 shares and a total of 6,800,000 options, which will be cancelled, and our ownership in LotoInteractive increased to 59.8%.

On June 19, 2021, GanziChanghe received notice from State Grid Sichuan Ganzi Electric Power Co., Ltd. (the “Local Power Supplier”),informing Ganzi Changhe that its power supply would be suspended, effectively on the same day. Ganzi Changhe and our other data centersin Sichuan have suspended their operations since June 21, 2021. Our operations in Sichuan, including Ganzi Changhe, generated revenueof approximately US$11.4 million, representing approximately 2.6% of our total net revenues for the second quarter of 2021. As of thedate of this prospectus, we have ceased all operations relating to data centers and cryptocurrency mining in mainland China.

On July 12, 2021, we enteredinto a securities purchase agreement with certain investors to raise US$50 million to acquire additional mining machines, build new datacenters in international markets, expand infrastructure, and improve working capital position. The private placement transaction wasclosed on July 16, 2021. For details, see “ Private Placement of Class A Ordinary Shares and Warrants.”

OnSeptember 22, 2021, we entered into the Ohio Mining Site Agreement with Viking Data Centers to jointly invest in the development of theOhio Mining Site. In October 2021, we increased our investment in the Ohio Mining Site and brought its total planned power capacity upto 150 megawatts. As we intend to devote more resources to the Ohio Mining Site and improve its operational efficiency, we have terminatedour Texas cryptocurrency mining data center cooperation with Dory Creek, LLC, with whom we entered into an investment term sheet in May2021. In order to increase the cost efficiency of our mining business, we disposed of certain old model mining machines with atotal hash rate capacity of 610.7 PH/s.

OnOctober 14, 2021, we announced that our mining pool subsidiary, BTC.com, would completely exit the mainland China market, cease registeringnew users and start to retire accounts of existing mining pool customers from mainland China. We completed the acquisition of the entiremining pool business of Bitdeer Technologies Holding Company operated under BTC.com, including the domain name BTC.com and the cryptocurrencywallet of BTC.com, on April 15, 2021. Due to BTC.com’s discontinuation of serviceto mining pool customers in mainland China, we saw a decrease of approximately 14% in hash rate for the three months ended December 31,2021. We are working on solutions with our existing mining pool customers in mainland China, such as migrating such mining pool customers’mining machines to overseas markets, so that they may access our services in a compliant manner.

OnOctober 9, 2021, our Ohio Mining Site commenced operations. As of the date of this prospectus,we have completed the substation of power capacity of 50 megawatts, all of which have begun to operate in the Ohio Mining Site.On January 5, 2022, we temporarily suspended mining activities in Kazakhstan due to the unstable power supply situation there. We havesubsequently terminated our data center construction plan in Kazakhstan due to the unstable local power supply situation. As of the dateof this prospectus, our Bitcoin mining machines with a Bitcoin mining capacity of 100.7 PH/s currently deployed in third-party data centersin Kazakhstan remain in operation.

We are in the process ofterminating our online lottery business in Europe which was operated under The Multi Group (“TMG”), a subsidiary we acquiredin July 2017. As of the date of this prospectus, TMG has ceased all of its business operations. TMG contributed US$0.3 million,or 0.1%, of our total revenue, and net loss of US$0.4 million, for the three months ended December 31, 2021. Due to the expansion ofour cryptocurrency mining business, we do not expect the termination of our online lottery business in Europe to have any material impacton our results of operations or financial position.

Recent Regulatory Development

Neither we nor any of oursubsidiaries has obtained the approval or clearance from either the CSRC or the CAC for any offering we or the selling shareholders maymake under this prospectus and any applicable prospectus supplement, and we do not intend to obtain the approval or clearance from eitherthe CSRC or the CAC in connection with any such offering, since we do not believe, based on advice of our PRC counsel, JunZeJun Law Offices,that such approval or clearance is required under these circumstances or for the time being. We cannot assure you, however, that regulatorsin China will not take a contrary view or will not subsequently require us to undergo the approval or clearance procedures and subjectus to penalties for non-compliance. See “Risk Factors—Risks Related to Doing Business in China—Recent regulatory developmentsin China may subject us to additional regulatory review and disclosure requirements, expose us to government interference, or otherwiserestrict or completely hinder our ability to offer securities and raise capitals outside China, all of which could materially and adverselyaffect our business, and cause the value of our securities to significantly decline or become worthless,” and “—RisksRelated to the Offering of Securities—The approval of or clearance by the CSRC, the CAC and other compliance procedures may berequired in connection with any offering we or the selling shareholders may make under this prospectus and any applicable prospectussupplement, and, if required, we cannot predict whether we will be able to obtain such approval or clearance.”

Ourfinancial statements contained in the annualreport on Form 20-F for the year ended December 31, 2021 have been audited by MaloneBailey, LLP, an independent registered publicaccounting firm that is headquartered in the United States with offices in Beijing and Shenzhen. MaloneBailey, LLP is a firm registeredwith the U.S. Public Company Accounting Oversight Board (the “PCAOB”), and is required by the laws of the U.S. to undergoregular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards.

OnDecember 16, 2021, the PCAOB determined that it is unable to inspect or investigate completely PCAOB-registered public accountingfirms headquartered in mainland China and in Hong Kong, and indicated that it will reassess its determinations at least annually. Asof the date of this prospectus, MaloneBailey, LLP has been subject to PCAOB inspections, and isnot among the PCAOB-registered public accounting firms headquartered in the PRC or HongKong that are subject to PCAOB’s determination on December 16, 2021 of having been unable to inspect or investigate completely.

However,our audit work was carried out by MaloneBailey, LLP with the collaboration of its China-based offices. Accordingto Article 177 of the PRC Securities Law (last amended in March 2020), no overseas securities regulator is allowed to directlyconduct investigation or evidence collection activities in China. Accordingly, without the consent of the competent PRC securities regulatorsand relevant authorities, no organization or individual may provide the documents and materials relating to securities business activitiesto overseas parties. Therefore, the audit working papers of our financial statements may not be fully inspected by the PCAOB withoutthe approval of the PRC authorities. Our ADSs could still be delisted from a U.S. exchange and prohibited from being traded over-the-counterin the United States under the Holding Foreign Companies Accountable Act (the “HFCA Act”)if the PCAOB determines in the future that it is unable to fully inspect or investigate our auditor which has a presence in China.The delisting or cessation of trading of our ADSs, or the threat of their being delisted or prohibited from being traded, may materiallyand adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives our investorswith the benefits of such inspections. See “Risk Factors—Risks Related to Doing Business in China— Our ADSscould still be delisted from a U.S. exchange and prohibited from being traded over-the-counter in the United States under the HFCA Actif the PCAOB determines in the future that it is unable to fully inspect or investigate our auditorwhich has a presence in China, and the delisting and cease of trading our ADSs, or the threat of their being delisted or prohibitedfrom being traded, may materially and adversely affect the value of your investment.”

OurRisks and Challenges

Investingin our securities entails a significant level of risk. Before investing in our securities, you should carefully consider all of the risksand uncertainties mentioned in the section titled “Risk Factors,” in addition to all of the other information in this prospectusand documents that are incorporated in this prospectus by reference, as updated by our subsequent filings under the Exchange Act, and,if applicable, in any accompanying prospectus supplement or documents incorporated by reference. The occurrence of one or more of theevents or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances,may adversely affect our business, results of operations and financial condition. Such risks include, but are not limited to:

RisksRelated to Our Business and Industry

For a detailed discussionof the foregoing risks, see “Risk Factors— Risks Related to Our Business and Industry” beginning on page 14 of thisprospectus.

RisksRelated to Doing Business in China

For a detailed discussionof the foregoing risks, see “Risk Factors— Risks Related to Doing Business in China” beginning on page 19 of this prospectus.

Risks Related to the Offering of Securities

For a detailed discussionof the foregoing risks, see “Risk Factors— Risks Related to the Offering of Securities” beginning on page 23 of thisprospectus.

We face various legal andregulatory risks and uncertainties associated with having certain non revenue-generating subsidiaries, certain administrative personnel,and certain members of the board of directors located in China. The PRC government has significant authority to exert influence on theability of a company located in China to conduct its business, accept foreign investments or list on U.S. or other foreign exchanges.We cannot assure you that such influence will not be extended to companies operating in Hong Kong, such as our Hong Kong subsidiaries.We may have to scale down or cease our remaining operations in mainland China and our Ethereum mining operation in Hong Kong, ifthe PRC government extends its influence and/or control in Hong Kong to restrict or otherwise regulate our remaining operations in mainlandChina and our Ethereum mining operation in Hong Kong. For example, we face risks and uncertainty associated with regulatory approvalsof offshore offerings and oversight on cybersecurity and data privacy. See “Risk Factors— Risks Related to Doing Businessin China—Recent regulatory developments in China may subject us to additional regulatoryreview and disclosure requirements, expose us to government interference, or otherwise restrict or completely hinder our ability to offersecurities and raise capitals outside China, all of which could materially and adversely affect our business, and cause the value ofour securities to significantly decline or become worthless,” and “—Risks Related to the Offering of Securities—The approval of or clearance by the CSRC, the CAC and other compliance procedures may be required in connection with any offeringwe or the selling shareholders may make under this prospectus and any applicable prospectus supplement, and, if required, we cannot predictwhether we will be able to obtain such approval or clearance.” These regulatory risks and uncertainties could become applicableto our Hong Kong operations if regulatory authorities in Hong Kong adopt similar rules and/or regulatory actions.

Weare also subject to the risks related to the PCAOB audit inspection requirements. Our U.S.-based auditor, MaloneBailey, LLP, isnot among the PCAOB-registered public accounting firms headquartered in the PRC or HongKong that are subject to PCAOB’s determination on December 16, 2021 of having been unable to inspect or investigate completely.However, we could still face the risk of delisting and cease of trading of our securities from a stock exchange or an over-the-countermarket in the United States under the Holding Foreign Companies Accountable Act and the securities regulations promulgated thereunderif the PCAOB determines in the future that it is unable to completely inspect or investigate our auditor which has a presence in China.See “Risk Factors—Risks Related to Doing Business in China—Our ADSs couldstill be delisted from a U.S. exchange and prohibited from being traded over-the-counter in the United States under the HFCA Act if thePCAOB determines in the future that it is unable to fully inspect or investigate our auditor which has a presence in China, and the delistingand cease of trading our ADSs, or the threat of their being delisted or prohibited from being traded, may materially and adversely affectthe value of your investment.”

The PRC government also hassignificant discretion over our remaining business operations in mainland China, and may intervene with or influence our China-basedoperations as it deems appropriate to further regulatory, political and societal goals. See “ Risk Factors—Risks Relatedto Doing business in China-The PRC government has significant and arbitrary influence over companies with China-based operations by enforcingexisting rules and regulation, adopting new ones, or changing relevant industrial policies in a manner that may materially increase ourcompliance cost, abruptly change the relevant industry landscape, or cause significant changes to, or otherwise intervene or influence,our remaining operations in mainland China at any time, which could result in material and adverse changes in our operations and causethe value of our securities to significantly decline or become worthless.”

Neitherwe nor any of our subsidiaries has obtained the approval or clearance from either the CSRC or the CAC for any offering we or the sellingshareholders may make under this prospectus and any applicable prospectus supplement, and we do not intend to obtain the approval orclearance from either the CSRC or the CAC in connection with any such offering, since we do not believe, based upon advice of our PRCcounsel, JunZeJun Law Offices, that such approval or clearance is required under these circumstances or for the time being. We cannotassure you, however, that regulators in China will not take a contrary view or will not subsequently require us to undergo the approvalor clearance procedures and subject us to penalties for non-compliance. We don’t believe that such approval or clearance isrequired under these circumstances or for the time being for our Hong Kong subsidiaries. If thePRC government takes the view that these approvals shall be obtained, or clearance procedures shallbe completed, by companies with operations in Hong Kong, we face uncertainties as to whether such approval can be timely obtained, orprocedure can be timely completed, or at all. See “Risk Factors —Risks Related to the Offering of Securities —Theapproval of or clearance by the CSRC, the CAC and other compliance procedures may be required in connection with any offering we or theselling shareholders may make under this prospectus and any applicable prospectus supplement, and, if required, we cannot predict whetherwe will be able to obtain such approval or clearance.”

CorporateInformation

Ourprincipal executive offices are located at Units 813&815, Level 8, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong. Our telephonenumber at this address is +852 5987-5938 and our fax number is +852 2360-9738. Our registered office in the Cayman Islands is at PO Box309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our website is at ir.btc.com.Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42^nd Street, 18^thFloor, New York, New York 10168.

RISK FACTORS

Investingin the securities involves risk. You should carefully consider each of the risk factors and uncertainties described under the heading “Item 3. Key Information—D. Risk Factors” in our most recently filed annual report on Form 20-F  and therisk factors in this section, as updated by our subsequent filings under the Exchange Act, and, if applicable, in any accompanying prospectussupplement or documents incorporated by reference before investing in any of the securities that may be offered or sold pursuant to thisprospectus. These risks and uncertainties could materially affect our business, results of operations or financial condition, cause thevalue of our securities to decline or diminish or even make our securities worthless, and significantly limit or completely hinder ourability to offer or continue to offer securities to investors. You could lose all or part of your investment.

RisksRelated to Our Business and Industry

It may be or become illegal to acquire,own, hold, sell or use cryptocurrencies, participate in the blockchain, or transfer or utilize similar cryptocurrency assets in mainlandChina or international markets where we operate due to adverse changes in the regulatory and policy environment in these jurisdictions.

Our blockchain and cryptocurrencymining business could be significantly affected by, among other things, the regulatory and policy developments in international marketswhere we operate, such as the United States and Kazakhstan. Governmental authorities are likely to continue to issue new laws, rules andregulations governing the blockchain and cryptocurrency industry we operate in and enhance enforcement of existing laws, rules andregulations. For example, the People’s Bank of China (the “PBOC”), Ministry of Industry and Information Technology,State Administration for Industry and Commerce, China Banking Regulatory Commission, China Securities Regulatory Commission and ChinaInsurance Regulatory Commission issued “Announcement on Preventing Token Fundraising Risks” on September 4, 2017, prohibitingall organizations and individuals from engaging in initial coin offering transactions. On May 21, 2021, the Financial Stabilityand Development Committee of the PRC State Council called for the need to resolutely control financial risks and crack down on cryptocurrencymining and trading activities. On June 18, 2021, the “Notice of the Sichuan Provincial Development and Reform Commission andthe Sichuan Provincial Energy Administration on the Cleanup and Shutdown of Virtual Currency Mining Projects” required electricitycompanies within Sichuan Province to close down power supply to businesses involved in cryptocurrency mining. On June 19, 2021,Ganzi Changhe received notice from the Local Power Supplier informing Ganzi Changhe that the power supply of its data center would besuspended, effective on the same day. On June 21, 2021, we terminated the operations of our two data centers in Sichuan accordingto the written notice from the Local Power Supplier. Our operations in Sichuan, including Ganzi Changhe, generated revenue of approximatelyUS$11.4 million, representing approximately 2.6% of our total net revenues for the second quarter of 2021. Furthermore, on June 21,2021, the PBOC was reported to have held interviews with certain financial institutions in China, and stressed that banks and other financialinstitutions in China shall strictly implement the “Guarding Against Bitcoin Risks” and the “Announcement on PreventingToken Fundraising Risks” and other regulatory requirements, diligently fulfill their customer identification obligations, and shallnot provide account opening, registration, trading, clearing, settlement and other services related to blockchain and cryptocurrencybusiness.

We had begun the developmentof our international operations before these recent regulatory and policy developments in China. In light of these developments in China,we have migrated our cryptocurrency operations to international markets. We may be subject to restrictions relating to the transfer ofcryptocurrency mining machines out of mainland China, as China has recently strengthened regulations on exports of goods, technologyand services. Specifically, for computers and related components used in cryptocurrency mining machines, exporting enterprises shouldcarefully evaluate whether the mining machines, their components, and any data or information contained therein are subject to exportrestrictions, and therefore are required to go through relevant export licensing procedures before such mining machines can be transportedout of mainland China. The relevant restrictions that apply to the transfer of cryptocurrency mining machines by us include, but arenot limited to, the Catalogue of Goods Prohibited from Export, the Catalogue of Goods Subject to Export License Management, the Catalogueof Technologies Prohibited from Export and Restricted from Export in China, the Catalogue for the Administration of Import and ExportLicenses of Dual-use Items and Technologies, and other applicable export control catalogues and lists. In addition, since most of ourmining machines are second-hand equipment, we may also be required to evaluate, inspect and dispose of the relevant stored informationor data to comply with relevant data security regulations before moving such machines to markets outside China. If we are deemed to haveviolated export restrictions or data security regulations in China or otherwise become subject to government interferences, we mightstill subject to administrative penalties or criminal investigation by relevant government authorities.

We have recently adoptedthe development strategy to focus on the expansion of our blockchain and cryptocurrency mining operations to international markets. OnSeptember 22, 2021, we entered into the Ohio Mining Site Agreements with Viking Data Centers tojointly invest in the Ohio Mining Site with access to power capacity of up to 85 megawatts. In October 2021, we increased our investmentin the Ohio Mining Site and brought its total planned power capacity up to 150 megawatts. As of the date of this prospectus, wehave completed the migration of all of our Bitcoin mining machines primarily to the United States and, to a lesser extent, Kazakhstan.However, we cannot assure you that the government authorities in these international markets will not adopt new laws and regulationsin the future to restrict blockchain and cryptocurrency business.

Some jurisdictions, includingmainland China, restrict various uses of cryptocurrencies, including the use of cryptocurrencies as a medium of exchange, the conversionbetween cryptocurrencies and fiat currencies or between cryptocurrencies, the provision of trading and other services related to cryptocurrenciesby financial institutions and payment institutions, and initial coin offerings and other means of capital raising based on cryptocurrencies.We cannot assure you that these jurisdictions will not enact new laws or regulations that further restrict activities relate to cryptocurrencies.

In addition, cryptocurrenciesmay be used by market participants for black market transactions, to conduct fraud, money laundering and terrorism-funding, tax evasion,economic sanction evasion or other illegal activities. As a result, governments may seek to regulate, restrict, control or ban the mining,use, holding and transferring of cryptocurrencies. We may not be able to eliminate all instances where other parties use cryptocurrenciesmined by us to engage in money laundering or other illegal or improper activities. We cannot assure you that we will successfully detectand prevent all money laundering or other illegal or improper activities which may adversely affect our reputation, business, financialcondition and results of operations.

Due to the environmental-impactconcerns related to the potential high demand for electricity to support cryptocurrency mining activity, political concerns, and forother reasons, we may be required to cease mining operations without much or any prior notice by a national or local government’sformal or informal requirement or because of the anticipation of an impending requirement. For example, due to the unstable power supplysituation in Kazakhstan, we temporarily suspended mining activities in Kazakhstan and terminated our data center construction plan inKazakhstan.

Any such government actionor anticipated action could have a negative impact not only on the value of existing miners owned by us, but on our ability to purchasenew miners and their prices. Such government action or anticipated action could also have a deleterious impact on the price of cryptocurrencies.At a minimum, such events could result in an increase in the volatility of the price of the cryptocurrencies and value of miners ownedby us. Moreover, if we discontinue mining operations in one location in response to such government action or anticipated action, welikely would transfer miners to another location. However, this process would result in costs associated with the transfer to be incurredby us, as well as the transferred miners being off-line and not able to mine cryptocurrencies for some time. Our business, financialcondition and results of operations may be materially and adversely affected by these adverse changes in the regulatory and policy environmentin in the markets where we operate our blockchain and cryptocurrency mining operations.

Any failure toobtain or renew any required approvals, licenses, permits or certifications could materially and adversely affect our business and resultsof operations.

Inaccordance with the laws and regulations in the jurisdictions in which we operate, we are required to maintain various approvals, licenses,permits and certifications in order to operate our cryptocurrency mining business. Complying with such laws and regulations may requiresubstantial expense, and any non-compliance may expose us to liability. In the event of non-compliance, we may have to incur significantexpenses and divert substantial management time to rectify the incidents. In the future, if we fail to obtain all the necessary approvals,licenses, permits and certifications, we may be subject to fines or the suspension of operations at the mining facilities or data centersthat do not have all the requisite approvals, licenses, permits and certifications, which could materially and adversely affect our businessand results of operations. We may also experience adverse publicity arising from non-compliance with government regulations, which wouldnegatively impact our reputation.

Asof the date of this prospectus, we do not have revenue-generating operations in mainland China, and our remaining operations inmainland China primarily involve the provision of administrative support to our cryptocurrencymining business, as well as the provision of internal information technology services to our operating entities and mining pools outsidemainland China. Based on advice of our PRC counsel, JunZeJun Law Offices, we have obtained the business licenses and permits requiredfor our remaining non-revenue generating operations in mainland China. However, due to the complexity of the PRC regulatory regime overour industry, we cannot assure you that we have obtained all the permits or licenses required for conducting our remaining operationsin mainland China or will be able to maintain our existing licenses or obtain any new licenses required under any new laws or regulations.Furthermore, the regulatory authorities in China may in the future require us to apply for telecommunications licenses other than thosepossessed by us. We cannot assure you that we will be able to fulfill all the conditions necessary to obtain the required telecommunicationslicenses in a timely manner or at all.

Wehave adopted the development strategy to focus on the expansion of our blockchain and cryptocurrency mining operations in internationalmarkets, and have established, and plan to establish cryptocurrency mining data centers in Hong Kong and the United States.As such, we are subject to regulations applicable to operators of cryptocurrency mining business and data processing business in thesejurisdictions. We have obtained relevant governmental approval and license required for our data center operations in these jurisdictions.However, we cannot assure your that we will be able to maintain or renew the required government approval, permit, licenses for our proposedoperations on commercially reasonable terms and in a timely manner or at all. Failure to maintain or renew these government approval,permit or licenses for our international operations may cause us to suspend or terminate our data center operations in such jurisdictions,and may subject us to regulatory investigations or legal proceedings and fines in these jurisdictions, which could disrupt our internationaloperations and materially and adversely affect our business, financial condition and results of operations.

More broadly, we cannot assureyou that we will be able to fulfill all the conditions necessary to obtain the required government approvals in the jurisdictions wherewe operate, or that relevant government officials in these jurisdictions will always, if ever, exercise their discretion in our favor,or that we will be able to adapt to any new laws, regulations or policies. There may also be delays on the part of government authoritiesin reviewing our applications and granting approvals, whether due to the lack of administrative resources or the imposition of new rules,regulations, government policies or their implementation, interpretation and enforcement, or for no discernible reason at all. If weare unable to obtain, or experience material delays in obtaining, necessary government approvals, our operations may be substantiallydisrupted, which could materially and adversely affect our business, financial condition and results of operations.

A particular digitalasset’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty, and if we areunable to properly characterize a digital asset, we may be subject to regulatory scrutiny, investigations, fines, and other penalties,which may adversely affect our business, results of operations and/or financial condition.

The SEC and its staff havetaken the position that certain digital assets fall within the definition of a “security” under the U.S. federal securitieslaws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis that evolvesover time, and the outcome is difficult to predict. The SEC generally does not provide advance guidance or confirmation on the statusof any particular digital asset as a security. Additionally, the SEC’s views in this area have evolved over time, and it is difficultto predict the direction or timing of any continuing evolution. Furthermore, it is also possible that a change in the governing administrationor the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff. Public statements by seniorofficials at the SEC indicate that the SEC does not intend to take the position that Bitcoin or Ethereum, in their current form, aresecurities. However, Bitcoin and Ethereum are the only digital assets as to which senior officials at the SEC have publicly expressedsuch a view. Such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are notbinding on the SEC or any other agency or court, and cannot be generalized to any other digital asset, such as Dogecoin. With respectto all other digital assets, there is currently no certainty under the applicable legal test that such assets are not securities, notwithstandingthe conclusions we may draw based on our assessment regarding the likelihood that a particular digital asset could be deemed a “security”under applicable laws. Similarly, though the SEC’s Strategic Hub for Innovation and Financial Technology published a frameworkfor analyzing whether any given digital asset is a security in April 2019, this framework is also not a rule, regulation or statementof the SEC and is not binding on the SEC.

Several foreign jurisdictionshave taken a broad-based approach to classifying digital assets as “securities,” while other foreign jurisdictions have adopteda narrower approach. As a result, certain digital assets may be deemed to be a “security” under the laws of some jurisdictionsbut not others. Various foreign jurisdictions may, in the future, adopt additional laws, regulations, or directives that affect the characterizationof digital assets as “securities.”

The classification of a digitalasset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale,trading, and clearing of such assets. For example, a digital asset that is a security in the United States may generally only be offeredor sold in the United States pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemptionfrom registration. Persons that effect transactions in digital assets that are securities in the United States may be subject to registrationwith the SEC as a “broker” or “dealer.” Platforms that bring together purchasers and sellers to trade digitalassets that are securities in the United States are generally subject to registration as national securities exchanges, or must qualifyfor an exemption, such as by being operated by a registered broker-dealer as an alternative trading system (“ATS”), in compliancewith rules for ATSs. Persons facilitating clearing and settlement of securities may be subject to registration with the SEC as a clearingagency. Foreign jurisdictions may have similar licensing, registration, and qualification requirements. We have mined cryptocurrenciesother than Bitcoin and Ethereum, and we received other types of cryptocurrencies, including Dogecoin, as commissions of our mining pooloperation. The likely status of these cryptocurrencies as securities could limit distributions, transfers, or other actions involvingsuch cryptocurrencies, including mining, in the United States.

We have adopted risk-basedpolicies and procedures to analyze whether the digital assets that we mine, hold and sell for ourown account could be deemed to be a “security” under applicable laws. Our policies and procedures do not constitutea legal standard, but rather represent our management’s assessment, based on advice of our securities counsel, regarding the likelihoodthat a particular digital asset could be deemed a “security” under applicable laws. Regardless of our conclusions, we couldbe subject to legal or regulatory action in the event the SEC, a foreign regulatory authority, or a court were to determine that a digitalasset currently held by us is a “security” under applicable laws. If the digital assets mined and held by us are deemed assecurities, it could limit distributions, transfers, or other actions involving such digital assets, including mining, in the UnitedStates. For example, the distribution of cryptocurrencies to miners under our mining pool business could be deemed to involve anillegal offering or distribution of securities subject to U.S. federal or state law. In addition, miners on cryptocurrency networks could,under certain circumstances, be viewed as statutory underwriters or as “brokers” subject to regulation under the ExchangeAct. This could require us or our customers to change, limit, or cease mining operations, register as broker-dealers and comply withapplicable law, or be subject to penalties, including fines. In addition, we could be subject to judicial or administrative sanctionsfor failing to sell the digital asset or distribute block rewards in compliance with the registration requirements, or for acting asa broker, dealer, or national securities exchange without appropriate registration. Such an action could result in injunctions, ceaseand desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm.

Distributing digitalassets in connection with our mining pool business involves risks, which could result in loss of customer assets, customer disputes andother liabilities, adversely impact our business, results of operations and/or financial condition.

In order to own, transferand use a digital asset on its underlying blockchain network, a person must have a private and public key pair associated with a networkaddress, commonly referred to as a “wallet.” Each wallet is associated with a unique “public key” and “privatekey” pair, each of which is a string of alphanumerical characters. In order for us to allocate block rewards to our mining poolcustomers, customers must provide us with the public key of the wallet that the digital assets are to be transferred to, and we wouldbe required to authorize the transfer. We rely on the information provided by customers to distribute cryptocurrencies to them, and wedo not have access to our customers’ private key. A number of errors can occur in the process of distributing digital assets tocustomers’ wallets, such as typos, mistakes, or the failure to include the information required by the blockchain network. Forinstance, a customer may incorrectly enter the desired recipient’s public key when withdrawing from the mining pool, which mayresult in the permanent and irretrievable loss of the customer’s digital assets. Such incidents could result in customer disputes,damage to our brand and reputation, legal claims against us, and financial liabilities, any of which could adversely affect our business,results of operations and/or financial condition.

The loss or destructionof private keys required to access any digital assets held by us may be irreversible. If we are unable to access our private keys orif we experience a hack or other data loss relating to our ability to access any digital assets, it could cause regulatory scrutiny,reputational harm, and other losses.

Cryptocurrencies are generallycontrollable only by the possessor of the unique private key relating to the digital wallet in which the digital assets are held. Whileblockchain protocols typically require public addresses to be published when used in a transaction, private keys must be safeguardedand kept private in order to prevent a third party from accessing the digital assets held in such a wallet. Wewill publish the public key relating to digital wallets in use when we verify the receipt of transfers and disseminate such informationinto the network, but we will need to safeguard the private keys relating to such digital wallets. We safeguard and keep privatethe private keys relating to our digital assets by primarily utilizing enterprise multi-signature storage solution provided by an establishedthird-party digital asset financial services platform.

To the extent that any ofthe private keys relating to our wallets containing digital assets held by us is lost, destroyed, or otherwise compromised or unavailable,and no backup of the private key is accessible, we will be unable to access digital assets held in the related wallet. Furthermore, ascurrently our digital wallet is maintained by a third-party digital asset financial services platform, we cannot provide assurance thatour wallet will not be hacked or compromised, or that any information leakage and data security breach of such platform will not compromisethe security of our digital wallet. Digital assets and blockchain technologies have been, and may in the future be, subject to securitybreaches, hacking, or other malicious activities. Any loss of private keys relating to, or hack or other compromise of, digital walletsused to store our digital assets could subject us to significant financial losses, and we may be unable to distribute mining rewardsto customers of our mining pool services, or adequately compensate our customers for damages caused by such security breach. As such,any loss of private keys due to a hack, employee or service provider misconduct or error, or other compromise by third parties couldhurt our brand and reputation, result in significant losses, and adversely impact our business, results of operations and/or financialcondition.

We may incur significant compliance costsif we are required to register as a money services business under the regulations promulgated by the Financial Crimes Enforcement Networkunder the authority of the U.S. Bank Secrecy Act, or otherwise under U.S. state laws.

We are in the process ofexpanding our cryptocurrency operation into the United States, including completing the Ohio Mining Site. To the extent that our operationsin United States cause us to be deemed a money services business under the regulations promulgated by the Financial Crimes EnforcementNetwork (“FinCEN”) under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations,including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certainrecords. To the extent that our operations cause us to be deemed a “money transmitter” or equivalent designation, under statelaw in any U.S. state in which we plan to operate, we may be required to seek a license or otherwise register with a state regulatorand comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain recordsand other operational requirements. Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses,and may affect an investment in our securities in a materially adverse manner. Furthermore, we and our service providers may not be capableof complying with certain federal or state regulatory obligations applicable to money services businesses and money transmitters. Ifwe are deemed to be subject to and determine not to comply with such additional regulatory and registration requirements, we may haveto leave a particular U.S. state or the United States completely. Any such action would be expected to materially adversely affect ouroperations.

Because cryptocurrenciesmay be determined to be investment securities, we may inadvertently violate the Investment Company Act of 1940, as amended, and we mayincur substantial losses and become subject to such act as a result.

Webelieve that we are not engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves outas being engaged in those activities. However, under the Investment Company Act of 1940, as amended (the “Investment Company Act”),a company may be deemed an investment company under section 3(a)(1)(C) thereof if the value of its investment securities is morethan 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. Furthermore, asof the date of this prospectus, we have disposed of our lottery-related business in China, and the lottery-related affiliatedentities have been deconsolidated and their financial results have no longer been included in our consolidated financial statements forthe third quarter of 2021 since the termination of the VIE structures.

Asa result of our investments and our cryptocurrency mining activities, including investments in which we do not have a controlling interest,and the disposal of our lottery-related business in China, the investment securities we hold could exceed 40% of our total assets, exclusiveof cash items and, accordingly, we could determine that we have become an inadvertent investment company. The cryptocurrency we own,acquire or mine may be deemed an investment security by the SEC, although we do not believe any of the cryptocurrencies we own, acquireor mine are securities.

Aninadvertent investment company can avoid being classified as an investment company if it can rely on one of the exclusions under theInvestment Company Act. One such exclusion, Rule 3a-2 under the Investment Company Act, allows an inadvertent investment companya grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer ownsor proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusiveof government securities and cash items) on an unconsolidated basis. As of December 31, 2021, we do not believe we are an inadvertentinvestment company, however this issue has not been resolved by SEC rules or regulations. For us, any grace period would be unknownuntil further clarifications from or regulations by the SEC concerning cryptocurrency treatment. We may take actions to cause the investmentsecurities held by us to be less than 40% of our total assets, which may include acquiring assets with our cash and cryptocurrency onhand or liquidating our investment securities or cryptocurrency or seeking a no-action letter from the SEC if we are unable to acquiresufficient assets or liquidate sufficient investment securities in a timely manner.

Asthe Rule 3a-2 exception is available to a company no more than once every three years, and assuming no other exclusion were availableto us, we would have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company. Thismay limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings.In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.

Currentand future legislation and the SEC rulemaking and other regulatory developments, including interpretations released by a regulatory authority,may impact the manner in which cryptocurrencies are treated for classification and clearing purposes. The SEC’s July 25, 2017Report expressed its view that digital assets may be securities depending on the facts and circumstances. As of the date of this prospectus,we are not aware of any rules that have been proposed to regulate cryptocurrencies as securities. We cannot be certain as to howfuture regulatory developments will impact the treatment of cryptocurrency under the applicable U.S. federal or state laws. Such additionalregistrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in us. Ifwe determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations.Any such action may adversely affect an investment in us.

Classificationas an investment company under the Investment Company Act requires registration with the SEC. If an investment company fails to register,it would have to stop doing almost all business, and its contracts would become voidable. Registration is time consuming and restrictiveand would require a restructuring of our operations, and we would be very constrained in the kind of business we could do as a registeredinvestment company. Furthermore, we would become subject to substantial regulation concerning management, operations, transactions withaffiliated persons and portfolio composition, and would need to file reports under the Investment Company Act regime. The cost of suchcompliance would result in substantial additional expenses, and the failure to complete the required registration would have a materiallyadverse impact to conduct our operations. In addition, on May 21, 2021, the Financial Stability and Development Committee of thePRC State Council called for the need to resolutely control financial risks and crack down on cryptocurrency mining and trading activities.As advised by our PRC counsel, JunZeJun Law Offices, the PRC government may take the view that cryptocurrency mining and trading is aform of financial or investment activity, and in the event that we are classified as an investment company under the Investment CompanyAct, we may face additional regulatory scrutiny from the PRC government.

We do not maintaininsurance for our digital assets, which may expose us and our shareholders to the risk of loss of our digital assets, and there willbe limited rights of legal recourse available to us to recover our losses.

We do not maintain insurancefor the digital assets held by us. Banking institutions will not accept our digital assets, and they are therefore not insured by theFederal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Therefore, we may suffer loss with respect toour digital assets which is not covered by insurance, and we may not be able to recover any of our carried value in these digital assetsif they are lost or stolen or suffer significant and sustained reduction in conversion spot price. If we are not otherwise able to recoverdamages from a malicious actor in connection with these losses, our business, results of operations and share price may be adverselyaffected

RisksRelated to Doing Business in China

Recentregulatory developments in China may subject us to additional regulatory review and disclosure requirements, expose us to governmentinterference, or otherwise restrict or completely hinder our ability to offer securities and raise capitals outside China, all of whichcould materially and adversely affect our business, and cause the value of our securities to significantly decline or become worthless. 

Asour remaining operations in mainland China primarily involve the provision of administrative supportto our cryptocurrency mining business as well as internal information technology services toour operating entities and mining pools outside mainland China, we may still be subject to PRC laws relating to, among others,data security and restrictions over foreign investments in value-added telecommunications servicesand other industry sectors set out in the Special Administrative Measures (Negative List) for the Access of Foreign Investment(2021 Edition). Specifically, we may be subject to PRC laws relating to the collection, use, sharing,retention, security, and transfer of confidential and private information, such as personal information and other data. These PRC lawsapply not only to third-party transactions, but also to transfers of information between us and our wholly foreign-owned enterprisesin China, and other parties with which we have commercial relations. These PRC laws and their interpretations and enforcement continueto develop and are subject to change, and the PRC government may adopt other rules and restrictions in the future.

Therecent regulatory developments in China, in particular with respect to restrictions on China-based companies raising capital offshore,and the government-led cybersecurity reviews of certain companies with VIE structure, may lead to additional regulatory review in Chinaover our financing and capital raising activities in the United States.

Pursuantto the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7,2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical informationinfrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructureoperator, as defined by “The Security Protection Regulations for Critical Information Infrastructure,” effective September1, 2021, purchases internet products and services that affect or may affect national security, it should be subject to cybersecurityreview by the CAC. The PRC Cybersecurity Law also establishes more stringent requirements applicable to operators of computer networks,especially to operators of networks which involve critical information infrastructure. The PRC Cybersecurity Law contains an overarchingframework for regulating Internet security, protection of private and sensitive information, and safeguards for national cyberspace securityand provisions for the continued government regulation of the Internet and content available in China. The PRC Cybersecurity Law emphasizesrequirements for network products, services, operations and information security, as well as monitoring, early detection, emergency responseand reporting. On January 4, 2022, the CAC announced the adoption of the Cybersecurity Review Measures, and effective February 15, 2022,online platforms and network providers possessing personal information of more than one individual million user must undergo a cybersecurityreview by the CAC when they seek listing in foreign markets. Furthermore, the Standing Committee of the National People’s Congresspassed the Personal Information Protection Law of the PRC (“PIPL”), which will become effective from November 1, 2021,and requires general network operators to obtain a personal information protection certification issued by recognized institutions inaccordance with the CAC regulation before such information can be transferred out of China.

Priorto the disposal of our lottery-related business in China in July 2021, we collected and processed personal, transactional and behavioraldata. As of the date of this prospectus, we have disposed of our lottery-related business and suspended the operations of our data centersin mainland China, and have migrated our cryptocurrency mining business to international markets. Our remaining operations in mainlandChina do not involve the processing of any significant amount of personal information. Our PRC legal counsel, JunZeJun Law Offices, hasadvised us that, in light of the recent changes in our corporate structure and business operations, in particular with respect to thefacts that we do not operate online platforms that process personal information of more than one million individual users, and that wehave ceased registering new mining pool customers from mainland China and retired accounts of existingmining pool customers from mainland China for our mining pool business, we should not be required to undergo the CAC review forany offering we or the selling shareholders may make under this prospectus and any applicable prospectus supplement. However, we cannotassure you that the PRC regulatory authorities will not take a contrary view or will not subsequently require us to undergo the approvalprocedures and subject us to penalties for non-compliance, or that if we are required to obtain such clearance, such clearance can betimely obtained, or at all. If we become subject to cybersecurity inspection and/or review by the CAC or other PRC authorities or arerequired by them to take any specific actions, it could cause suspension or termination of the future offering of our securities, includingofferings under this registration statement and any accompanied prospectus supplement, disruptions to our operations, result in negativepublicity regarding our company, and divert our managerial and financial resources. We may also be subject to significant fines or otherpenalties, which could materially and adversely affect our business, financial condition and results of operations. Any actions by thePRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in companieshaving operations in China, such as us, could significantly limit or completely hinder our ability to offer or continue to offer securitiesto investors, and cause the value of our securities to significantly decline or become worthless.

Ourefforts to adjust our corporate structure and business operations, including the termination of the previous VIE structures and the exitof our mining pool business from mainland China, may not be completed in a liability-free manner, and we may still be subject to cybersecurityreview by the CAC, or deemed to be in violation of PRC laws regulating our industry and operations.

Inlight of the recent statements by the Chinese government indicating its intention exert more oversight and control over overseas offeringsof China-based companies, the CAC review for certain data processing operators in China, and restrictions imposed by the PRC governmentrelating to cryptocurrency mining business, we have adjusted, and may continue to adjust our business operations in the future, to complywith PRC laws regulating our industry and our business operations. However, such efforts may not be completed in a liability-free manneror at all.

Dueto restrictions over foreign investment in lottery and IDC services, we previously maintained a VIE structure with respect to our lottery-relatedbusiness in China and certain of our data processing services in connection with our cryptocurrency mining business previously conductedin mainland China. As of the date of this prospectus, we have terminated all of the VIE structures with our lottery-related affiliatedentities and Zhejiang Keying. Since June 2021, we have also terminated the operationsof data centers in mainland China. The lottery-related affiliated entities have been deconsolidated and their financial results haveno longer been included in our consolidated financial statements in the third quarter of 2021 since the termination of the VIE structures.The lottery-related affiliated entities contributed RMB6.9 million (US$1.1 million) and RMB2.7 million (US$0.4 million) in 2020 and thethree months ended March 31, 2021, accounting for 31.6% and 13.6 % of our total revenue for the periods, respectively. In addition,the lottery-related entities incurred a net loss of RMB60.5 million (US$9.3 million) and RMB8.5 million (US$0.8 million) for 2020 andthe three months ended March 31, 2021, respectively. As of March 31, 2021, total assets held by the lottery-related affiliatedentities represented RMB93.4 million (US$14.3 million), or 7.2%, of our total assets, and net debt held by the lottery-related affiliatedentities was RMB229.6 million (US$35.0 million). In October 2021, in light of change in regulatory environment in China, we began tocause our mining pool subsidiary, BTC.com to exit the mainland China market, cease registering new miningpool customers from mainland China and retire the accounts of existing mining pool customersin mainland China in an orderly manner.

Wecannot assure you that the disposal of the lottery-related affiliated entities and unwinding of the related VIE structures, or the discontinuationof our mining pool operation in mainland China, will not give rise to dispute or liability, or that such disposal, unwinding and discontinuationof operations will not adversely affect our overall results of operations and financial condition. In February 2022,the then subsidiaries of Zhejiang Keying deregistered their respective IDC licenses, and Zhejiang Keying completed the transfer of equityinterests of its then subsidiaries to Loto Shenzhen. In the same month, we completed the formal SAIC registration of the disposalof the subsidiaries under the former VIE structure. During the process of disposing of the lottery-related affiliated entities and theunwinding of the related VIE structures, including the VIE structure of Zhejiang Keying, and after such process is completed, we cannotguarantee that we will not continue to be subject to PRC regulatory inspection and/or review relating to cybersecurity, especially whenthere remains significant uncertainty as to the scope and manner of the regulatory enforcement. If we become subject to regulatory inspectionand/or review by the CAC or other PRC authorities, or are required by them to take any specific actions, it could cause suspension ortermination of the future offering of our securities, disruptions to our operations, result in negative publicity regarding our company,and divert our managerial and financial resources. The discontinuation of operations of BTC.com in mainland China and in particular,the retirement of accounts of existing mining pool customers in mainland China, may giverise to user complaints or dispute claims against us, which could divert a significant amount ofmanagerial attention and other resources from our business and operations, and require us to incur significant expenses. We mayalso be subject to fines or other penalties, which could materially and adversely affect our business, financial condition, and resultsof operations.

Our ADSs couldstill be delisted from a U.S. exchange and prohibited from being traded over-the-counter in the United States under the HFCA Act if thePCAOB determines in the future that it is unable to fully inspect or investigate our auditor which has a presence in China, and the delistingand cease of trading our ADSs, or the threat of their being delisted or prohibited from being traded, may materially and adversely affectthe value of your investment.

TheHolding Foreign Companies Accountable Act was enacted on December 18, 2020. The HFCA Act states if the SEC determines that we havefiled audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutiveyears beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-countertrading market in the United States.

Ourfinancial statements contained in the annual report on Form 20-F for the year ended December 31, 2021 have been audited byMaloneBailey, LLP, an independent registered public accounting firm that is headquartered in the United States with offices in Beijingand Shenzhen. MaloneBailey, LLP is a firm registered with the PCAOB, and is required by the laws of the U.S. to undergo regularinspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. MaloneBailey,LLP has been subject to PCAOB inspections, and is not among the PCAOB-registered publicaccounting firms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of havingbeen unable to inspect or investigate completely.

However,our audit work was carried out by MaloneBailey, LLP with the collaboration of its China-based offices. According to Article 177of the PRC Securities Law (last amended in March 2020), no overseas securities regulator is allowed to directly conduct investigationor evidence collection activities in China. Accordingly, without the consent of the competent PRC securities regulators and relevantauthorities, no organization or individual may provide the documents and materials relating to securities business activities to overseasparties. Therefore, the audit working papers of our financial statements may not be fullyinspected by the PCAOB without the approval of the PRC authorities. Our ADSs could still be delisted and prohibited from being tradedover-the-counter under the HFCA Act determines in the future that it is unable to fully inspector investigate our auditor which has a presence in China.

OnMarch 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentationrequirements of the HFCA Act. On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representativesand signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAAct from three years to two. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a frameworkfor the PCAOB to determine, as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completelyregistered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.On December 2, 2021, the SEC adopted amendments to finalize the implementation of disclosure and documentation measures, which requireus to identify, in our annual report on Form 20-F, (1) the auditors that provided opinions to the financial statements presented in theannual report, (2) the location where the auditors’ report was issued, and (3) the PCAOB ID number of the audit firm or branchthat performed the audit work. If the SEC determines that we have three consecutive non-inspection years, the SEC will issue stop orderto prohibit the trading of our ADSs on any U.S. stock exchange or over-the-counter market.

OnDecember 16, 2021, the PCAOB determined that it is unable to inspect or investigate completely PCAOB-registered public accounting firmsheadquartered in mainland China and in Hong Kong, and indicated that it will reassess its determinations at least annually. As of thedate of this prospectus, MaloneBailey is not among the PCAOB-registered publicaccounting firms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of havingbeen unable to inspect or investigate completely.

OnFebruary 4, 2022, the U.S. House of Representatives passed the America Competes Act of 2022 which includes the exact same amendmentsas the bill passed by the Senate. The America Competes Act however includes a broader range of legislation not related to the HFCAA inresponse to the U.S. Innovation and Competition Act passed by the Senate in 2021. The U.S. House of Representatives and U.S. Senate willneed to agree on amendments to these respective bills to align the legislation and pass their amended bills before the U.S. Presidentcan sign into law. It is unclear when the U.S. Senate and U.S. House of Representatives will resolve the differences in the U.S. Innovationand Competition Act and the America Competes Act of 2022 bills currently passed, or when the U.S. President will sign on the bill tomake the amendment into law, or at all.

ThePCAOB's inability to conduct inspections in mainland China or Hong Kong prevents it from fully evaluating the audits and quality controlprocedures of our independent registered public accounting firm. As a result, we and our investors are deprived of the benefits of suchPCAOB inspections. The inability of the PCAOB to conduct inspections of auditors with presence in China makes it more difficult to evaluatethe effectiveness of our independent registered public accounting firm's audit procedures or quality control procedures as compared toauditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors in our securitiesto lose confidence in our audit procedures and reported financial information and the quality of our financial statements. If we failto meet the new listing standards before the deadline specified thereunder due to factors beyond our control, we could face possibledelisting from the NYSE, cessation of trading in over-the-counter market, deregistration from the SEC and/or other risks, which may materiallyand adversely affect, or effectively terminate, our ADSs trading in the United States.

The PRC governmenthas significant and arbitrary influence over companies with China-based operations by enforcing existing rules and regulation, adoptingnew ones, or changing relevant industrial policies in a manner that may materially increase our compliance cost, abruptly change relevantindustry landscape, or cause significant changes to, or otherwise intervene or influence, our remaining operations in mainland Chinaat any time, which could result in material and adverse changes in our operations and cause the value of our securities to significantlydecline or become worthless.

We remaining operations inmainland China primarily involve the provision of administrative support to our cryptocurrencymining business as well as the provision of internal information technology services to our operating entities and mining pools outsidemainland China. We have also developed Ethereum mining operation in Hong Kong, but have no plan to further expand such Hong Kong-basedoperation. The PRC government has significant and arbitrary influence over China-based operations of any company by allocating resources,providing preferential treatment to particular industries or companies, or imposing industry-wide policies on certain industries. ThePRC government may also amend or enforce existing rules and regulation, or adopt ones, which could materially increase our compliancecost, abruptly change the relevant industry landscape, or cause significant changes to, or otherwise intervene or influence, our remainingoperations in mainland China at any time. In addition, the PRC regulatory system is based in part on government policies and internalguidance, some of which are not published on a timely basis or at all, and some of which may even have a retroactive effect. We may notbe aware of all non-compliance incidents at all time, and may face regulatory investigation, fines and other penalties as a result. Asa result of the changes in the industrial policies of the PRC government, including the amendment to and/or enforcement of the relatedlaws and regulations, companies with China-based operations, including us, and the industries in which we operate, face significant complianceand operational risks and uncertainties. For example, on July 24, 2021, Chinese state media, including Xinhua News Agency and ChinaCentral Television, announced a broad set of reforms targeting private education companies providing after-school tutoring services andprohibiting foreign investments in institutions providing such after-school tutoring services. As a result, the market value of certainU.S. listed companies with China-based operations in the affected sectors declined substantially. On August 30, 2021, the PRC governmentimposed restrictions over the provision of online gaming services to minors, aiming at curbing excessive indulgence in online gamingand protecting minors’ mental and physical health, which could adversely affect the development of the online gaming industry inChina. The PRC government has also imposed severe restrictions over the operations of cryptocurrency business, which changed the entireindustry landscape in China. See “—It may be or become illegal to acquire, own, hold, sell or use cryptocurrencies, participatein the blockchain, or transfer or utilize similar cryptocurrency assets in China or international markets where we operate due to adversechanges in the regulatory and policy environment in these jurisdictions.” In addition, the National Development and Reform Commissionof China may classify cryptocurrency mining operations as an industry to be eliminated. We have adopted a development strategy to focuson expansion of our blockchain and cryptocurrency mining operations in international markets, and have adjusted our business operationsin China, including the termination of the operations of our data centers in mainland China. These regulatory risks and uncertaintiescould become applicable to our Hong Kong operations if regulatory authorities in Hong Kong adopt similar rules and/or regulatory actions.As of the date of this prospectus, we are not aware of any similar regulations that may be adopted to significantly curtail our remainingnon-revenue generating operations in mainland China or our operations in Hong Kong. However, we may have to scale down or cease our remainingoperations in mainland China and our Ethereum mining operation in Hong Kong, if the PRC governmentextends its influence and/or control in Hong Kong to restrict or otherwise regulate our remaining operations in mainland China and ourEthereum mining operation in Hong Kong, which may significantly disrupt our international operations and adversely affect ourbusiness, financial condition and results of operations.

PRC regulationof loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delayor prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries.

Weare an offshore holding company incorporated in the Cayman Islands, with limited operations in mainland China. To the extent necessary,we may make loans to our PRC subsidiaries subject to the approval, registration, and filing with governmental authorities and limitationof amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in mainland China. Any loans to ourwholly foreign-owned subsidiaries in mainland China, which are treated as foreign-invested enterprises under PRC law, are subject toforeign exchange loan registrations with the National Development and Reform Commission, or the NDRC, and SAFE or its local branches.In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its businessscope. The capital of a foreign invested enterprise shall not be used for the following purposes: (1) direct or indirect use for paymentbeyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (2) direct or indirect use forinvestment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant lawsand regulations; (3) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license;and (4) the payment of the expenses related to the purchase of real estate that is not for self-use (except for the foreign-investedreal estate enterprises).

Inlight of the various requirements imposed by PRC regulations on loans to and direct investment in entities in mainland China by offshoreholding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessarygovernment approvals or filings on a timely basis, if at all, with respect to future loans by us to our subsidiaries in mainland Chinaor with respect to future capital contributions by us to our subsidiaries in mainland China. If we fail to complete such registrationsor obtain such approvals, our ability to use the proceeds from any offering of our securities under this registration statement and anyaccompanied prospectus supplement, and capitalize or otherwise fund our operations in mainland China may be negatively affected. Furthermore,we cannot assure you that there will not be regulatory changes that may prevent us from transferringthe cash we maintain in Hong Kong outside of PRC, or restrict our ability to deploy our cash into our business or to pay dividends inthe future. 

Our Hong Kong subsidiariescould become subject to more influence and/or control of the PRC government if the Hong Kong legal system becomes more integrated intothe PRC legal system.

Hong Kong is currently a separate jurisdictionfrom mainland China. The national laws and regulations of the PRC, including but not limited to Cybersecurity Review Measures and otherPRC regulations, are not applicable in Hong Kong, except for those listed in the Basic Law of the Hong Kong Special Administrative Regionof the PRC (the “Basic Law”). However, such list of national laws and regulations that are applicable in Hong Kong can beexpanded by amendment to the Basic Law. There is no assurance that (1) the Basic Law will not be further amended to apply more PRC lawsand regulations in Hong Kong, or (2) the PRC and/or Hong Kong government will not take other actions to promote the integration of HongKong legal system into the PRC legal system. Our Hong Kong subsidiaries could be subject to more influence and/or control of the PRCgovernment or even direct oversight or intervention thereof if the Hong Kong legal system becomes more integrated into the PRC legalsystem. We cannot assure you that our Hong Kong subsidiaries will not be exposed to the similar regulatory and/or policy risks and uncertaintiesfaced by our subsidiaries in mainland China in the future, in which case, our Hong Kong-based operations could be materially and adverselyaffected.

Youmay experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or ourmanagement named in the prospectus based on foreign laws, and therefore you may not be afforded the same protectionas provided to investors in U.S. domestic companies.

Weare an exempted company incorporated under the laws of the Cayman Islands and conduct all of our revenue-generating operations outsideof mainland China. However, our remaining operations in mainland China involve the provision ofadministrative support to our cryptocurrency mining business as well as the provision of internal information technology services toour operating entities and mining pools outside mainland China. In addition, certain of ourexecutive officers and directors are PRC nationals and reside within China for a significant portion of the time.  All or a substantialportion of the assets of these persons are also located outside the United States. As a result, it may be difficult or impossible foryou to bring an action against us or against these individuals in the United States in the event that you believe that your rights havebeen infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, thelaws of the Cayman Islands and of China may render you unable to enforce a judgment against us, our assets, our directors and officersor their assets. Therefore, you may not be able to enjoy the same protection provided by various U.S. authorities as it is provided toinvestors in U.S. domestic companies. For more information regarding the relevant laws of the Cayman Islands and China, see “Enforceabilityof Civil Liabilities.”

Risks Related to the Offering of Securities

The approval of or clearance by the CSRC,the CAC and other compliance procedures may be required in connection with any offering we or the selling shareholders may make underthis prospectus and any applicable prospectus supplement, and, if required, we cannot predict whether we will be able to obtain suchapproval or clearance. 

TheM&A Rules requires an overseas special purpose vehicle that are controlled by PRC companies or individuals formed for the purposeof seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies using shares of such specialpurpose vehicle or held by its shareholders as considerations to obtain the approval of the CSRC, prior to the listing and trading ofsuch special purpose vehicle’s securities on an overseas stock exchange. However, the application of the M&A Rules remainsunclear. If CSRC approval is required, it is uncertain whether it would be possible for us to obtain the approval. Any failure to obtainor delay in obtaining CSRC approval for any offering we or the selling shareholders may make under this prospectus and any applicableprospectus supplement would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies. On December 24, 2021, theCSRC issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments) and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments), which propose to require PRC companies and their overseas special purpose vehicles with the VIE structures to registerwith CSRC and meet compliance rules before listing in overseas markets.

Whilethe application of the M&A Rules remains unclear, we believe, based on the advice of our PRC counsel, JunZeJun Law Offices,that the CSRC approval is not required in the context of any offering we or the selling shareholders may make under this prospectus andany applicable prospectus supplement because (1) the CSRC currently has not issued any definitive rule or interpretation concerningwhether offerings under the prospectus are subject to the M&A Rules; (2) each of our wholly foreign-owned subsidiaries in mainlandChina was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition of equityinterest, and the acquisition of Loto Shenzhen through the acquisition of Loto Interactive was not subject to the M&A Rules; and(3) we do not maintain a VIE structure or conduct revenue-generating business in China. However, uncertainties still exist as to howthe M&A Rules will be interpreted and implemented, and the opinion of our PRC counsel is subject to any new laws, rules, andregulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that therelevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC counsel. If the CSRC or other PRC regulatorybody subsequently determines that we need to obtain the CSRC’s approval for any offering we or the selling shareholders may makeunder this prospectus and any applicable prospectus supplement or if the CSRC or any other PRC government authorities promulgates anyinterpretation or implements rules that would require us to obtain CSRC or other governmental approvals for any such offering, wemay face adverse actions or sanctions by the CSRC or other PRC regulatory agencies, which may include fines and penalties on our remainingoperations in mainland China, limitations on our operating privileges in China, delays in or restrictions on the repatriation of theproceeds from any such offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our subsidiariesin mainland China, or other actions that could have a material and adverse effect on our business, reputation, financial condition, resultsof operations, prospects, as well as the trading price of the ADSs. The CSRC or other PRC regulatory agencies may also take actions requiringus, or making it advisable for us, to halt any such offering before the settlement and delivery of the ADSs that we are offering. Consequently,if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the ADSs, you wouldbe doing so at the risk that the settlement and delivery may not occur. In addition, if the CSRC or other regulatory agencies later promulgatenew rules or explanations requiring that we obtain their approvals or clearances for any such offering, we may be unable to obtaina waiver of such approval requirements.

OnJuly 6, 2021, General Office of the Central Committee of the Communist Party of China and the General Office of the State Counciljointly issued the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasizedthe need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-basedcompanies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with therisks and incidents faced by China-based overseas-listed companies. As a follow-up, on December 24, 2021, the State Council issued adraft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies,and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companiesfor public comments. These draft measures propose to establish a new filing-based regime to regulate overseas offerings and listingsby domestic companies. Specifically, an overseas offering and listing by a PRC company, whether directly or indirectly, an initial orfollow-on offering, must be filed with the CSRC. The examination and determination of an indirect offering and listing will be conductedon a substance-over-form basis, and an offering and listing shall be deemed as a PRC company’s indirect overseas offering and listingif the issuer meets the following conditions: (1) any of the operating income, gross profit, total assets, or net assets of the PRC enterprisein the most recent fiscal year was more than 50% of the relevant line item in the issuer’s audited consolidated financial statementfor that year; and (2) senior management personnel responsible for business operations and management are mostly PRC citizens or areordinarily resident in the PRC, and the principal place of business is in the PRC or carried out in the PRC. The issuer or its affiliatedPRC entity, as the case may be, shall file with the CSRC for its initial public offering, follow-on offering and other equivalent offeringactivities. Particularly, the issuer shall submit the filing with respect to its initial public offering and listing within three businessdays after its initial filing of the listing application, and submit the filing with respect to its follow-on offering within three businessdays after the completion of the follow-on offering. Failure to comply with the filing requirements may result in fines to the relevantPRC companies, suspension of their businesses, revocation of their business licenses and operation permits and fines on the controllingshareholder and other responsible persons. Theses draft measures also set forth certain regulatory red lines for overseas offerings andlistings by PRC enterprises.

Thereare substantial uncertainties as to whether these draft measures to regulate direct or indirect overseas offering and listing would befurther amended, revised or updated, their enactment timetable and final content. As the CSRC may formulate and publish guidelines forfilings in the future, these draft measures did not provide for detailed requirements of the substance and form of the filing documents.In a Q&A released on CSRC’s official website on December 24, 2021, the respondent CSRC official indicated that the proposednew filing requirement will start with new issuers and listed companies seeking follow-on financing and other financing activities. Asfor the filings for other listed companies, the regulator will grant adequate transition period and apply separate arrangements. TheQ&A also pointed out that, if compliant with relevant PRC laws and regulations, companies with compliant VIE structure may seek overseaslisting after completion of the CSRC filings. Nevertheless, the Q&A did not specify what would qualify as a “compliant VIEstructure” and what relevant PRC laws and regulations are required to be complied with. Given the substantial uncertainties surroundingthe latest CSRC filing requirements at this stage, we cannot assure you that, if this were ever required for companies with formerVIE structure like us, we would be able to complete the filings and fully comply with the relevant new rules on a timely basis, if atall.

OnJanuary 4, 2022, the CAC announced the adoption of the Cybersecurity Review Measures, which stipulate that effective February 15, 2022,online platforms and network providers possessing personal information of more than one million individual users must undergo a cybersecurityreview by the CAC when they seek listing in foreign markets. The aforementioned policies and any related implementation rules tobe enacted may subject us to additional compliance requirement in the future.

Asthese opinions were recently issued, official guidance and interpretation of the opinions remain unclear in several respects at thistime. We have not obtained the approval or clearance from either the CSRC or the CAC for any offering we or the selling shareholdersmay make under this prospectus and any applicable prospectus supplement, and as advised by our PRC counsel, JunZeJun Law Offices, wedo not believe that such approval or clearance is necessary under these circumstances or for the time being. We cannot assure you, however,that the regulators will not take a contrary view or will not subsequently require us to undergo the approval or clearance proceduresand subject us to penalties for non-compliance. We don’t believe that such approval or clearance is required under these circumstancesor for the time being for our Hong Kong subsidiaries. If the PRC government takes the view thatthese approvals shall be obtained, or clearance procedures shall be completed, by companieswith operations in Hong Kong, we face uncertainties as to whether such approval can be timely obtained, or procedure can be timely completed,or at all. Therefore, we cannot assure you that we will remain fully compliant with all new regulatory requirements of these opinionsor any future implementation rules on a timely basis, or at all.

As a company incorporatedin the Cayman Islands, we are permitted to adopt certain home country practices for corporate governance matters that differ significantlyfrom the NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoyif we complied fully with the corporate governance listing standards.

OurADSs are listed on the NYSE. The NYSE corporate governance listing standards permit a foreign private issuer like us to follow the corporategovernance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, maydiffer significantly from the NYSE corporate governance listing standards. For example, Cayman Islands does not require us to complywith the following corporate governance listing standards of the NYSE: (1) having the majority of our board of directors composedof independent directors, (2) having a minimum of three members in our audit committee, (3) holding annual shareholders' meetings,(4) having a compensation committee composed entirely of independent directors, (5) having a nominating and corporate governancecommittee composed entirely of independent directors; and (6) requiring shareholder approval of any transaction involving the issuanceof 20% or more of our outstanding ordinary shares or 20% of the voting power outstanding before the issuance, subject to certain exceptions.In connection with the sales of securities to selling shareholders identified in this prospectus, we have applied for and obtained exemptionfrom the shareholder approval requirement under the NYSE rules, and we may claim other exemptions without notifying the investors inthe future. As a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE.

USE OF PROCEEDS

Weintend to use the net proceeds from the sale of the securities we offer as set forth in the applicable prospectus supplement(s).

Wewill not receive any proceeds from the sale of securities by the selling shareholders. We may receive up to approximately US$68.1million in aggregate proceeds from cash exercises of the warrants based on an exercise price equivalent to US$6.81 per ADS. Any proceedswe receive from cash exercise of the warrants will be used to acquire additional mining machines, build new data centers outside China,expand infrastructure, and improve working capital position.

PRIVATE PLACEMENT OF CLASS AORDINARY SHARES AND WARRANTS

On July 12, 2021, weentered into a securities purchase agreement with certain investors, pursuant to which we agreed to issue and sell to such investors(1) an aggregate of 100,000,000 Class A ordinary shares and (2) warrants to purchase up to an additional 100,000,000 Class Aordinary shares, at a purchase price equivalent to US$5.00 per ADS, with one warrant included in the price of each Class A ordinaryshare. The warrants have a term of three years, and will become exercisable six months after the date of issuance, with an exercise priceequivalent to US$6.81 per ADS.

On July 16, 2021, weconsummated the transaction and issued (1) 100,000,000 Class A ordinary shares and (2) warrants to purchase up to 100,000,000Class A ordinary shares, for aggregate proceeds of US$50,000,000. Pursuant to the transaction documents, we may not effect an exerciseof the warrants to the extent that, as a result of such exercise, any investor would beneficially own more than 4.99% or 9.99% of thenumber of Class A ordinary shares outstanding immediately after giving effect to the issuance of Class A ordinary shares issuableupon exercise of such warrants.

H.C. Wainwright &Co. (“H.C.W.”) acted as the sole placement agent for the transaction. On July 16, 2021, we issued to designees of H.C.W.warrants to purchase up to 4,840,000 Class A ordinary shares on substantially the same term as warrants issued to the investors.The investors and designees of H.C.W. are identified as the selling shareholders in this prospectus.

The private placement wasconducted pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act,under Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder.

Registration Rights

On July 12, 2021, weentered into a registration rights agreement with the investors in connection with the issuance and sale of the securities, whereby weagreed to file a registration statement with the SEC within 20 days thereafter. We are required to use best efforts to have such registrationstatement declared effective by the SEC within 45 days after filing (in the case of “no review” by the SEC) or 90 days afterfiling (in the case of “full review” by the SEC). We have agreed to pay the expenses in connection with the filing of suchregistration statement.

We shall use our best effortsto keep such registration statement continuously effective under the Securities Act until the earlier of (1) the date on which allClass A ordinary shares issued in the private placement and issuable upon the exercise of warrants covered by the registration statementhave been sold or (2) the date on which such securities may be sold without restriction pursuant to Rule 144 of the SecuritiesAct.

Pursuant to the terms ofthe registration rights agreements, we are registering (1) the 100,000,000 Class A ordinary shares and (2) the 100,000,000Class A ordinary shares, which may be issuable upon the exercise of the warrants, in the registration statement which includes thisprospectus. We are also registering the 4,840,000 Class A ordinary shares issuable upon the exercise of warrants held by designeesof H.C.W.

SELLING SHAREHOLDERS

Thisprospectus relates to the proposed resale from time to time by the selling shareholders of up to 204,840,000 Class A ordinary sharesto be represented by ADSs, consisting of (1) up to 100,000,000 Class A ordinary shares acquired by them pursuant to a securitiespurchase agreement dated July 12, 2021, and (2) up to 104,840,000 Class A ordinary shares issuable upon exercise of thewarrants dated July 16, 2021. For details, see “Private Placement of Class A Ordinary Shares and Warrants.”

The following table, to ourknowledge, sets forth information regarding the beneficial ownership of our ordinary shares of the each of selling shareholdersidentified below upon completion of the private placement of Class A Ordinary Shares. Any changed or new information given tous by each selling shareholder will be set forth in supplements to this prospectus or amendments to the registration statement of whichthis prospectus is a part, if and when necessary. As of the date of this prospectus, we had 710,143,169 ordinary shares issued and outstanding,including (1) 710,078,070 Class A ordinary shares, (2) 65,000 Class A preference shares, and (3) 99 Class Bordinary shares, excluding the treasury shares and the ordinary shares reserved for issuance underour 2021 Share Incentive Plan. Unless otherwise specified, beneficial ownership is determined in accordance with the rules ofthe SEC. The information provided in the table below is based in part on information provided by or on behalf of the respective sellingshareholder. The selling shareholders may sell less than all of the Class A ordinary shares listed in the following table.

*Less than 1%.

**Calculationbased on 814,983,169 ordinary shares issued and outstanding, consisting of (1) 710,143,169 ordinary shares issued and outstanding,and (2) the issuance of 104,840,000 Class A ordinary shares upon full exercise of the warrants.

(1) Represents (i) 20,000,000Class A ordinary shares beneficially owned by Sabby Volatility Warrant Master Fund, Ltd., and (ii) 20,000,000 Class Aordinary shares issuable upon the exercise of a warrant. The address of Sabby Volatility Warrant Master Fund, Ltd. is 10 MountainviewRoad, Suite 205, Upper Saddle River, NJ 07458. Sabby Management, LLC is the investment manager of Sabby Volatility Warrant MasterFund, Ltd. and shares voting and investment power with respect to these shares in this capacity. As manager of Sabby Management,LLC, Hal Mintz also shares voting and investment power on behalf of Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management,LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein.

(2) Represents (i) 8,800,000Class A ordinary shares beneficially owned by Hudson Bay Master Fund Ltd., and (ii) 8,800,000 Class A ordinary sharesissuable upon the exercise of a warrant. The address of Hudson Bay Master Fund, Ltd. is 777 Third Avenue, 30th Floor, New York,NY 10017.

(3) Represents (i) 4,400,000Class A ordinary shares beneficially owned by District 2 Capital Fund LP, and (ii) 4,400,000 Class A ordinary shares issuableupon the exercise of a warrant. The address of District 2 Capital Fund LP is 175 W Carver Street, Huntington, NY 11743.

(4) Represents (i) 4,400,000 Class Aordinary shares beneficially owned by Bigger Capital Fund LP, and (ii) 4,400,000 Class A ordinary shares issuable upon theexercise of a warrant. The address of Bigger Capital Fund LP is 11434 Glowing Sunset LN, Las Vegas, NV, 89135.

(5) Represents (i) 8,800,000 Class Aordinary shares beneficially owned by Armistice Capital Master Fund Ltd., and (ii) 8,800,000 Class A ordinary shares issuableupon the exercise of a warrant. The address of Armistice Capital Master Fund Ltd. is 510 Madison Avenue, 7th Floor, New York, NY 10022.

(6) Represents (i) 6,600,000 Class Aordinary shares beneficially owned by Anson Investments Master Fund LP, and (ii) 6,600,000 Class A ordinary shares issuableupon the exercise of a warrant. The address of Anson Investments Master Fund LP is 155 University Avenue, Suite 207, Toronto, Ontario,Canada, M5H 3B7.

(7) Represents (i) 2,200,000 Class Aordinary shares beneficially owned by Anson East Master Fund LP, and (ii) 2,200,000 Class A ordinary shares issuable upon theexercise of a warrant. The address of Anson East Master Fund LP is 155 University Avenue, Suite 207, Toronto, Ontario, Canada, M5H3B7.

(8) Represents (i) 8,800,000 Class Aordinary shares beneficially owned by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and (ii) 8,800,000 Class Aordinary shares issuable upon the exercise of a warrant. The address of Alto Opportunity Master Fund, SPC - Segregated Master PortfolioB is 222 Broadway, 19th Floor, New York, NY 10038.

(9) Represents (i) 18,000,000 Class Aordinary shares beneficially owned by Vine Grass Garden Limited, and (ii) 18,000,000 Class A ordinary shares issuable uponthe exercise of a warrant. The address of Vine Grass Garden Limited is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town,Tortola, British Virgin Islands.

(10) Represents (i) 18,000,000 Class Aordinary shares beneficially owned by Ancient Ark Century Limited, and (ii) 18,000,000 Class A ordinary shares issuable uponthe exercise of a warrant. The address of Ancient Ark Century Limited is Sertus Chambers, P.O. Box 905, Quastisky Building, RoadTown, Tortola, British Virgin Islands.

(11) Represents 1,524,600 Class A ordinaryshares issuable upon the exercise of a warrant. Mr. Rubinstein has a business address at c/o. H.C. Wainwright & Co. LLC,430 Park Avenue, New York, NY 10022. Mr. Rubinstein is an associated person of H.C. Wainwright &Co. LLC, which served asour placement agent for the July 2021 private placement.

(12) Represents 163,350 Class A ordinaryshares issuable upon the exercise of a warrant. Mr. Schwabe has a business address at c/o. H.C. Wainwright & Co. LLC, 430Park Avenue, New York, NY 10022. Mr. Schwabe is an associated person of H.C. Wainwright &Co. LLC, which served as our placementagent for the July 2021 private placement.

(13) Represents 3,103,650 Class A ordinaryshares issuable upon the exercise of a warrant. Mr. Vasinkevich has a business address at c/o. H.C. Wainwright & Co. LLC,430 Park Avenue, New York, NY 10022. Mr. Vasinkevich is an associated person of H.C. Wainwright &Co. LLC, which servedas our placement agent for the July 2021 private placement.

(14) Represents 48,400 Class A ordinary sharesissuable upon the exercise of a warrant. Mr. Worthman has a business address at c/o. H.C. Wainwright & Co. LLC, 430 ParkAvenue, New York, NY 10022. Mr. Worthman is an associated person of H.C. Wainwright &Co. LLC, which served as our placementagent for the July 2021 private placement.

Theselling shareholders may sell our Class A ordinary shares, including those representedby ADSs, held by it to or through underwriters, dealers or agents or directly to purchasers or as otherwise set forth in the applicableprospectus supplement. See “Plan of Distribution.” The selling shareholders may also sell, transfer or otherwise disposeof some or all our Class A ordinary shares held by it in transactions exempt from the registration requirements of the SecuritiesAct.

We or the selling shareholderswill provide you with a prospectus supplement, which will supplement disclosure on whetherthe selling shareholders have held any position or office with, have been employed by or otherwise have had a material relationship withus during the three years prior to the date of the prospectus supplement.

DESCRIPTION OF THE SECURITIES

Wemay issue, offer and sell from time to time, in one or more offerings, the following securities:

Thefollowing is a description of the terms and provisions of our Class A ordinary shares, the ADSs, preferred shares, debt securities,warrants and units, which we may offer and sell using this prospectus. These summaries are not meant to be a complete description ofeach security. We will set forth in the applicable prospectus supplement a description of the preferred shares, debt securities, warrants,and units, in certain cases, the Class A ordinary shares (including Class A ordinary shares represented by ADSs) that may beoffered under this prospectus. The terms of the offering of securities, the offering price and the net proceeds to us, as applicable,will be contained in the prospectus supplement and other offering material relating to such offering. The supplement may also add, updateor change information contained in this prospectus. This prospectus and any accompanying prospectus supplement will contain the materialterms and conditions for each security. You should carefully read this prospectus and any prospectus supplement before you invest inany of our securities.

DESCRIPTION OFSHARE CAPITAL

Weare a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association,and the Companies Act (As Revised) of the Cayman Islands, which is referred to as the CompaniesAct below, and the common law of the Cayman Islands.

Asof the date of this prospectus, our authorized share capital is US$100,000 divided into (1) 1,599,935,000 Class A ordinaryshares of par value US$0.00005 each, (2) 65,000 Class A preference shares of par valueUS$0.00005 each, and (3) 400,000,000 Class B ordinary shares of par value US$0.00005each. As of the date of this prospectus, we have 710,143,169 ordinary shares issued andoutstanding, consisting of (1) 710,078,070 Class A ordinary shares, (2) 65,000Class A preference shares, and (3) 99 Class B ordinary shares, excluding the treasuryshares and the ordinary shares reserved for issuance under our 2021 Share Incentive Plan.

Thefollowing are summaries of material provisions of our current memorandum and articles of association in effect as of the date of thisprospectus insofar and the Companies Act as they relate to the material terms of our ordinary shares. You should read our current memorandumand articles of association, which was filed as an exhibit to our annual report on Form 20-F for the fiscal year ended December 31,2021 filed with the SEC on April 7, 2022. For information on how to obtain copies of our current memorandum and articles of association,see “Where You Can Find More Information About Us.”

Ordinary Shares

General

Certificatesrepresenting the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freelyhold and vote their ordinary shares. Our current memorandum and articles of association provide that the company shall only issue non-negotiableand not bearer of negotiable shares.

Register of Members

UnderCayman Islands law, we must keep a register of members and there shall be entered therein:

UnderCayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the registerof members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the registerof members shall be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the registerof members.

Dividends

Theholders of our ordinary shares are entitled to such dividends as may be declared by our board of directors.

Voting Rights

Subjectto any special rights or restrictions as to voting for the time being attached to any shares, at any general meeting every shareholderwho is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) shallhave one vote on a show of hands, and on a poll (1) every shareholder holding Class A ordinary shares present in person orby proxy (or, in the case of a shareholder being a corporation, by its duly appointed representative) shall have one vote for each fullypaid Class A ordinary share of which such shareholder is the holder, (2) every shareholder holding Class A preferenceshares present in person or by proxy (or, in the case of a shareholder being a corporation, by its dully appointed representative) shallhave 10,000 votes for each fully paid Class A preference share of which such shareholder is the holder, and (3) every shareholderholding Class B ordinary shares present in person or by proxy (or in the case of a shareholder being a corporation, by its dulyappointed representative) shall have 10 votes for each fully paid Class B ordinary share of which such shareholder is the holder.Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meetingor any one shareholder present in person or by proxy holding at least one-tenth of the paid-up shares given a right to vote at the meetingor one-tenth of the total voting rights entitled to vote at the meeting, present in person or by proxy.

Anordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes cast in a general meeting,while a special resolution requires the affirmative vote of no less than three-fourths of votes cast in a general meeting. A specialresolution is required for important matters such as a change of name or making changes to our memorandum and articles of association.

Transfer of Ordinary Shares

Subjectto the restrictions contained in our memorandum and articles of association, as applicable, any of our shareholders may transfer allor any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our boardof directors.

Ourboard of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid upor on which our company has a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

Ifour directors refuse to register a transfer they are required, within two months after the date on which the instrument of transfer waslodged, to send to each of the transferor and the transferee notice of such refusal.

General Meetings and Shareholder Proposals

Asa Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. Our memorandumand articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meetingin which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such timeand place as may be determined by our directors. We, however, hold an annual shareholders’ meeting during each fiscal year, asrequired by the rules of the NYSE.

CaymanIslands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with anyright to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.Our memorandum and articles of association allow our shareholders holding not less than one-third of our voting share capital to requisitionan extraordinary general meeting of the shareholders, in which case the directors are obliged to call such meeting and to put the resolutionsso requisitioned to a vote at such meeting; however, our memorandum and articles of association do not provide our shareholders withany right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

Aquorum required for a meeting of shareholders consists of at least one shareholder present in person or by proxy or, if a corporationor other non-natural person, by its duly authorized representative, who collectively hold no less than one-third of our voting sharecapital. Advance notice of at least 14 days is required for the convening of our annual general meeting and other shareholders’meetings.

Liquidation

Ona return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets availablefor distribution among the holders of ordinary shares will be distributed among the holders of the ordinary shares on a pro rata basis.If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributedso that the losses are borne by our shareholders proportionately.

Calls on Ordinary Shares and Forfeitureof Ordinary Shares

Ourboard of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary sharesthat have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares

Wemay issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders, on such terms andin such manner, including out of capital, as may be determined by the board of directors or by a special resolution of our shareholders.

Variations of Rights of Shares

Ifat any time, our share capital is divided into different classes of shares, all or any of the rights attached to any class of sharesmay, be materially adversely varied or abrogated with the sanction of a special resolution passed at a general meeting of the holdersof the shares of that class or with the consent in writing of the holders of not less than three-fourths of the issued shares of thatclass. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of three-fourths of the voteof all of the shares in that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rightswill not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be materially adverselyvaried or abrogated by the creation or issue of further shares ranking pari passu with such existing class of shares.

General Meetings of Shareholders

Shareholders’meetings may be convened by a majority of our board of directors or our chairman. Additionally, on the requisition of shareholders holdingnot less than one-third of our voting share capital, the board shall convene an extraordinary general meeting. Advance notice of at least14 days is required for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders.A quorum required for a meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third innominal value of the total issued voting shares in our company.

Election and Removal of Directors

Unlessotherwise determined by our company in the general meeting, our memorandum and articles of association provide that our board consistsof not less than two directors. There are no provisions relating to retirement of directors upon reaching any age limit.

The directors have the powerto appoint any person as a director either to fill a casual vacancy on the board or as an addition to the existing board, subject toour company’s compliance with director nomination procedures required under the NYSE Rules, as long as our shares or the ADSs,are listed on the NYSE, and provided that any candidate for the appointment must be nominated by the nominating and corporate governancecommittee of our board of directors.

Ourmemorandum and articles of association provide that persons standing for election as directors at a duly constituted general meetingwith requisite quorum are appointed by shareholders by a simple majority of the votes cast on the resolution.

A director may be removedwith or without cause by a shareholder resolution which has been passed by at least a simple majority of the votes cast by the shareholdershaving a right to attend and vote at such meeting.

Proceedings of Board of Directors

Ourmemorandum and articles of association provide that our business is to be managed and conducted by our board of directors. The quorumnecessary for the board meeting may be fixed by the board and, unless so fixed at another number, will be a majority of the directors.

Our memorandum and articlesof association provide that the board may from time to time at its discretion exercise all powers of our company to raise or borrow money,to mortgage or charge all or any part of the undertaking, property and uncalled capital of our company and, subject to the CompaniesAct, issue debentures, debenture stock and other securities of our company whenever money is borrowed or as security for any debt, liabilityor obligation of our company or of any third party.

Inspection of Books and Records

Holders of our ordinary shareshave no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (otherthan the memorandum and articles of association, the register of mortgages and charges, and copies of any special resolutions passedby our shareholders). However, we in our memorandum and articles of association provide our directors the power to allow our shareholdersto inspect our list of shareholders and to receive annual audited financial statements.

Changes in Capital

We may from time to timeby ordinary resolution:

Subject to the CompaniesAct, we may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.

Issuance of Additional Ordinary Sharesand Preferred Shares

Our memorandum and articlesof association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shalldetermine, to the extent of available authorized but unissued shares.

Our memorandum and articlesof association authorizes our board of directors to establish from time to time one or more series of preferred shares and to determine,with respect to any series of preferred shares, the terms and rights of that series, including:

Our board of directors mayissue preferred shares without action by our shareholders to the extent authorized but unissued. In addition, the issuance of preferredshares may be used as an anti-takeover device without further action on the part of the shareholders. Issuance of these shares may dilutethe voting power of holders of ordinary shares.

Conversion Rights Attaching to the Shares

Each Class B ordinaryshare is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertibleunder any circumstances. Class A preference shares are not convertible into Class A ordinary shares or Class B ordinaryshares.

Difference Between Class A, Class BOrdinary Shares, and Class A Preference Shares

The difference among theClass A ordinary shares, Class B ordinary shares, and Class A preference shares are the special voting and conversionrights attached to the Class B ordinary shares and Class A preference shares as disclosed above.

Exempted Company

We are an exempted companywith limited liability under the Companies Act of the Cayman Islands. The Companies Act in the Cayman Islands distinguishes between ordinaryresident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outsideof the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially thesame as for an ordinary company except for the exemptions and privileges listed below:

“Limited liability”means that the liability of each shareholder is limited to the amount, if any, unpaid by the shareholder on the shares of our company,provided that the memorandum and articles of association contains a declaration that the liability of the member is so limited. We aresubject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwisedisclosed in this prospectus, we currently intend to continue to comply with the NYSE rules in lieu of following home country practice.The NYSE rules require that every company listed on NYSE hold an annual general meeting of shareholders. In addition, our articlesof association allow directors to call an extraordinary general meeting of shareholders pursuant to the procedures set forth in our articles.

Differences in Corporate Law

The Companies Act is modeledafter that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Act differs fromlaws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences betweenthe provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States.

DESCRIPTION OF AMERICANDEPOSITARY SHARES

Deutsche Bank Trust CompanyAmericas, as depositary, will register and deliver the ADSs. Each ADS will represent ownership of 10 Class A ordinary shares, depositedwith Deutsche Bank AG, Hong Kong Branch, as custodian for the depositary. Each ADS will also represent ownership of any other securities,cash or other property which may be held by the depositary. The depositary’s corporate trust office at which the ADSs will be administeredis located at 60 Wall Street, New York, NY 10005, USA. The principal executive office of the depositary is located at60 Wall Street, New York, NY 10005, USA.

The Direct Registration System,or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownershipof uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitledthereto.

We will not treat ADS holdersas our shareholders and accordingly, you, as an ADS holder, will not have shareholder rights. Cayman Islands law governs shareholderrights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a holder of ADSs, you will have ADS holderrights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs sets out ADS holderrights as well as the rights and obligations of the depositary. The laws of the State of New York govern the deposit agreement andthe ADSs. See “—Jurisdiction and Arbitration.”

The following is a summaryof the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement andthe form of American Depositary Receipt. For directions on how to obtain copies of those documents, see “Where You Can FindAdditional Information.”

Holding the ADSs

How will you hold your ADSs?

You may hold ADSs either(1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs,registered in your name, or (b) by holding ADSs in DRS, or (2) indirectly through your broker or other financial institution.If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly. ADSs will be issued through DRS,unless you specifically request certificated ADRs. If you hold the ADSs indirectly, you must rely on the procedures of your broker orother financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financialinstitution to find out what those procedures are.

Dividends and Other Distributions

How will you receive dividends and otherdistributions on the shares?

The depositary has agreedto pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities,after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSsrepresent as of the record date (which will be as close as practicable to the record date for our ordinary shares) set by the depositarywith respect to the ADSs.

If the depositary makes rights availableto you, it will establish procedures to distribute such rights and enable you to exercise the rights upon your payment of applicablefees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The Depositary shall not be obligedto make available to you a method to exercise such rights to subscribe for ordinary shares (rather than ADSs).

U.S. securities laws may restricttransfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to tradethese ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the sameterms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

There can be no assurance that youwill be given the opportunity to exercise rights on the same terms and conditions as the holders of ordinary shares or be able to exercisesuch rights.

The depositary is not responsibleif it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to registerADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit thedistribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make onour shares or any value for them if we and/or the depositary determines that it is illegal or not practicable for us or the depositaryto make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliverADSs if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon paymentof its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will registerthe appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons entitledthereto.

How do ADS holders cancel an American DepositaryShare?

You may turn in your ADSsat the depositary’s corporate trust office or by providing appropriate instructions to your broker. Upon payment of its fees andexpenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary sharesand any other deposited securities underlying the ADSs to you or a person you designate at the office of the custodian. Or, at your request,risk and expense, the depositary will deliver the deposited securities at its corporate trust office, to the extent permitted by law.

How do ADS holders interchange betweenCertificated ADSs and Uncertificated ADSs?

You may surrender your ADRto the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send youa statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instructionfrom a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will executeand deliver to you an ADR evidencing those ADSs.

Voting Rights

How do you vote?

You may instruct the depositaryto vote the ordinary shares or other deposited securities underlying your ADSs at any meeting at which you are entitled to vote pursuantto any applicable law, the provisions of our memorandum and articles of association, and the provisions of or governing the depositedsecurities. Otherwise, you could exercise your right to vote directly if you withdraw the ordinary shares. However, you may not knowabout the meeting sufficiently enough in advance to withdraw the ordinary shares.

If we ask for your instructionsand upon timely notice from us by regular, ordinary mail delivery, or by electronic transmission, as described in the deposit agreement,the depositary will notify you of the upcoming meeting at which you are entitled to vote pursuant to any applicable law, the provisionsof our memorandum and articles of association, and the provisions of or governing the deposited securities, and arrange to deliver ourvoting materials to you. The materials will include or reproduce (a) such notice of meeting or solicitation of consents or proxies;(b) a statement that the ADS holders at the close of business on the ADS record date will be entitled, subject to any applicablelaw, the provisions of our memorandum and articles of association, and the provisions of or governing the deposited securities, to instructthe depositary as to the exercise of the voting rights, if any, pertaining to the ordinary shares or other deposited securities representedby such holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given to the depositary or deemedgiven in accordance with the second to last sentence of this paragraph if no instruction is received by the depositary to give a discretionaryproxy to a person designated by us. Voting instructions may be given only in respect of a number of ADSs representing an integral numberof ordinary shares or other deposited securities. For instructions to be valid, the depositary must receive them in writing on or beforethe date specified. The depositary will try, as far as practical, subject to applicable law and the provisions of our memorandum andarticles of association, to vote or to have its agents vote the ordinary shares or other deposited securities (in person or by proxy)as you instruct. The depositary will only vote or attempt to vote as you instruct. If we timely requested the depositary to solicit yourinstructions but no instructions are received by the depositary from an owner with respect to any of the deposited securities representedby the ADSs of that owner on or before the date established by the depositary for such purpose, the depositary shall deem that ownerto have instructed the depositary to give a discretionary proxy to a person designated by us with respect to such deposited securities,and the depositary shall give a discretionary proxy to a person designated by us to vote such deposited securities. However, no suchinstruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter if we inform the depositarywe do not wish such proxy given, substantial opposition exists or the matter materially and adversely affects the rights of holders ofthe ordinary shares.

We cannot assure you thatyou will receive the voting materials in time to ensure that you can instruct the depositary to vote the ordinary shares underlying yourADSs. In addition, there can be no assurance that ADS holders and beneficial owners generally, or any holder or beneficial owner in particular,will be given the opportunity to vote or cause the custodian to vote on the same terms and conditions as the holders of our ordinaryshares.

The depositary and its agentsare not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This meansthat you may not be able to exercise your right to vote and you may have no recourse if the ordinary shares underlying your ADSs arenot voted as you requested.

In order to give you a reasonableopportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositaryto act, we will give the depositary notice of any such meeting and details concerning the matters to be voted at least 21 business daysin advance of the meeting date.

Compliance with Regulations

Information Requests

Each ADS holder and beneficialowner shall (a) provide such information as we or the depositary may request pursuant to law, including, without limitation, relevantCayman Islands law, any applicable law of the United States of America, our memorandum and articles of association, any resolutions ofour Board of Directors adopted pursuant to such memorandum and articles of association, the requirements of any markets or exchangesupon which the ordinary shares, ADSs or ADRs are listed or traded, or to any requirements of any electronic book-entry system by whichthe ADSs or ADRs may be transferred, regarding the capacity in which they own or owned ADRs, the identity of any other persons then orpreviously interested in such ADRs and the nature of such interest, and any other applicable matters, and (b) be bound by and subjectto applicable provisions of the laws of the Cayman Islands, our memorandum and articles of association, and the requirements of any marketsor exchanges upon which the ADSs, ADRs or ordinary shares are listed or traded, or pursuant to any requirements of any electronic book-entrysystem by which the ADSs, ADRs or ordinary shares may be transferred, to the same extent as if such ADS holder or beneficial owner heldordinary shares directly, in each case irrespective of whether or not they are ADS holders or beneficial owners at the time such requestis made.

Fees and Expenses

As an ADS holder, you willbe required to pay the following service fees to the depositary bank and certain taxes and governmental charges (in addition to any applicablefees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs):

As an ADS holder, you willalso be responsible for paying certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges (inaddition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by anyof your ADSs) such as:

The depositary fees payableupon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receivingthe newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositarybank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributionsof cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSsas of the applicable ADS record date.

The depositary fees payablefor cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable property to paythe fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable feeto the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whethercertificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders.In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systemsprovided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in theirDTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accountsthe amount of the fees paid to the depositary banks.

In the event of refusal topay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until paymentis received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

The depositary may make paymentsto us or reimburse us for certain costs and expenses, by making available a portion of the ADS fees collected in respect of the ADR programor otherwise, upon such terms and conditions as we and the depositary bank agree from time to time.

Payment of Taxes

You will be responsible forany taxes or other governmental charges payable, or which become payable, on your ADSs or on the deposited securities represented byany of your ADSs. The depositary may refuse to register or transfer your ADSs or allow you to withdraw the deposited securities representedby your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented byyour ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will,if appropriate, reduce the number of ADSs to reflect the sale and pay to you any net proceeds, or send to you any property, remainingafter it has paid the taxes. You agree to indemnify us, the depositary, the custodian and each of our and their respective agents, directors,employees and affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest andpenalties thereon) arising from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for you.

Reclassifications, Recapitalizations and Mergers

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositaryto amend the deposit agreement and the form of ADR without your consent for any reason. If an amendment adds or increases fees or charges,except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery chargesor similar items, including expenses incurred in connection with foreign exchange control regulations and other charges specificallypayable by ADS holders under the deposit agreement, or materially prejudices a substantial existing right of ADS holders, it will notbecome effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time anamendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRsand the deposit agreement as amended. If any new laws are adopted which would require the deposit agreement to be amended in orderto comply therewith, we and the depositary may amend the deposit agreement in accordance with such laws and such amendment may becomeeffective before notice thereof is given to ADS holders.

How may the deposit agreement be terminated?

The depositary will terminatethe deposit agreement if we ask it to do so, in which case the depositary will give notice to you at least 60 days prior to termination.The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign, or if we have removedthe depositary, and in either case we have not appointed a new depositary within 90 days. In either such case, the depositary mustnotify you at least 30 days before termination.

After termination, the depositaryand its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities,sell rights and other property and deliver ordinary shares and other deposited securities upon cancellation of ADSs after payment ofany fees, charges, taxes or other governmental charges. Six months or more after the date of termination, the depositary may sell anyremaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, aswell as any other cash it is holding under the deposit agreement, for the pro rata benefit of the ADS holders that have not surrenderedtheir ADSs. It will not invest the money and has no liability for interest. After such sale, the depositary’s only obligationswill be to account for the money and other cash. After termination, we shall be discharged from all obligations under the deposit agreementexcept for our obligations to the depositary thereunder.

Books of Depositary

The depositary will maintainADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely forthe purpose of communicating with other holders in the interest of business matters relating to the Company, the ADRs and the depositagreement.

The depositary will maintainfacilities in the Borough of Manhattan, The City of New York to record and process the issuance, cancellation, combination, split-upand transfer of ADRs.

These facilities may be closedat any time or from time to time when such action is deemed necessary or advisable by the depositary in connection with the performanceof its duties under the deposit agreement or at our reasonable written request.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligationsof the Depositary and the Custodian; Limits on Liability to Holders of ADSs

The deposit agreement expresslylimits our obligations and the obligations of the depositary and the custodian. It also limits our liability and the liability of thedepositary. The depositary and the custodian: